Form 10-K


NUVILEX, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEARS ENDED APRIL 30, 2011 AND 2010

	Preferred Stock			Common Stock			Additional Paid In Capital			Comprehensive Income		Common Stock Not Yet Issued			Deficit		Total
	Shares		Amount	Shares		Amount
Beginning Balance, April 30, 2009	-	$	-	246,613,330	$	24,661	$	32,378,785		$	8,910	$	250,000	$	(30,538,936)	$	2,123,420

Shares issued for cash	-		-	48,581,485		4,858		500,042			-		-		-		504,900

Shares issued for cash received in prior year	-		-	5,555,555		556		249,444			-		(250,000)		-		-

Shares issued for services	-		-	22,134,296		2,214		419,156			-		-		-		421,370

Preferred shares converted to Common Stock	-		-	25,000,000		2,500		497,500			-		-		-		500,000

Common Stock dividend	-		-	502,915		50		20,066			-		-		(20,1 16)		-

Net loss for the year ended April 30, 2010	-		-	-		-		-			-		-		(5,991,925)		(5,991,925)
Balance April 30, 2010	-		-	348,387,581		34,839		34,064,993			-		-		(36,550,977)		(2,451,145)

Forgiveness of related party debt	-		-	-		-		42,897			-		-		-		42,897

Shares issued for cash	-		-	5,000,000		500		99,500			-		-		-		100,000

Shares issued for compensation	-		-	3,750,000		375		91,875			-		-		-		92,250

Stock not yet issued for compensation	-		-	-		-		-			-		37,750		-		37,750

Shares issued for loan payable	-		-	-		-		175,000			-		-		-		175,000

Equity recognized on convertible preferred stock	-		-	-		-		(80,000)			-		-		-		(80,000)

Contributed capital	-		-	-		-		21,390			-		-		-		21,390

Shares pledged as collateral	-		-	-		-		-			-		730,281		-		730,281

Net loss for the year ended April 30, 2011	-		-	-		-		-			-		-		(1,397,716)		(1,397,716)
Balance April 30, 2011	-		-	357,137,581	$	35,714	$	34,415	,655	$	-	$	768,031	$	(37,948,693)	$	(2,729,293)

The accompanying notes are an integral part of these consolidated financial statements


	NUVILEX, INC.
	CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Years Ended April 30,
			2011		2010
Cash flows from operating activities:
Net loss		$	(1,397,716)	$	(5,991,925)
	Adjustments to reconcile net loss to net cash
	used in operating activities:
	Stock issued for services		130,000		421,369
	Shares pledged as collateral		730,281		-
	Depreciation and amortization		40,688		114,912
	Loss on impairment of long-lived assets		-		3,507,621
	Loss on conversion of debt		95,000		-
	Loss on disposal of fixed assets		12,411		656
	Loss on settlement of loan receivable		-		55,000
	Bad debt expense		9,050		1,116
	Gain on sale of securities		-		(2,692)
	Net amortization of discount/premium		(10,798)		(10,797)
	Change in assets and liabilities:
	(Increase) decrease in accounts receivable		(931)		144,761
	(Increase) decrease in inventory		(16,178)		114,567
	(Increase) decrease in prepaid expenses		(26,524)		214,418
	Increase in debt discount		-		123,904
	(Decrease) in tenant deposits		-		(3,987)
	Increase in accounts payable		30,944		464,876
	Increase (decrease) in accrued expenses		178,541		(127,856)
	Net cash used in operating activities		(225,232)		(974,057)
Cash flows from investing activities:
	Proceeds from marketable securities		-		24,967
	Collection of loan receivable		-		50,000
	Net cash provided by investing activities		-		74,967
Cash flows from financing activities:
	Proceeds from the sale of common stock		100,000		504,900
	Contributed capital		64,288		-
	Proceeds from borrowings		-		49,385
	Proceeds from borrowings, related party		117,429		-
	Repayment of debt		-		(258,206)
	Net cash provided by financing activities		281,717		296,079

	Net increase (decrease) in cash		56,485		(603,011)
	Cash at beginning of period		716		603,727
	Cash at end of period	$	57,201	$	716
	Supplementary non-cash disclosures:
	Cash paid for interest	$	-	$	108,448
	Stock dividend	$	-	$	20,116
	Loan conversion of debt to preferred stock	$	80,000	$	-
	Temporary equity	$	(80,000)	$	-

	The accompanying notes are an integral part of these consolidated financial. statements

F-6

NUVILEX, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2011 AND 2010

NOTE 1 - BACKGROUND, ACQUISTION PURCHASE PRICE AND LIQUIDITY

This summary of accounting policies for Nuvilex, Inc. and Subsidiaries is presented to assist in understanding the Company's consolidated financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the consolidated financial statements.

History of the Company

The Company was founded as DJH International, Inc., a Nevada corporation, on October 28, 1996, and changed its name to eFoodSafety.com, Inc. following the October 16, 2000 acquisition of Global Procurement Systems, Inc. The Company acquired Ozone Safe Food, Inc. for Common Stock on October 29, 2003. The Company’s early mission was to provide methods and products to ensure the safety of marketed fruits and vegetables worldwide. On February 4, 2004, the Company registered shares with the Securities and Exchange Commission and its Common Stock began publicly trading on the OTC Bulletin Board under the trading symbol EFSF. The Company did not issue shares of Common Stock pursuant to an initial public offering. With less than projected demand for its produce sterilization methods and software tracking products, the Company changed its strategy and acquired Knock-Out Technologies, Ltd. and MedElite, Inc. in May 2004 and August 2005, respectively, of which Knock-Out Technologies, Ltd. was a developer of products using organic, non-toxic, food based substances and MedElite, Inc. was the exclusive U.S. distributor of Talsyn^TM-CI Scar Cream (“Talsyn”), a topical scar- reducing cream. The Company’s new strategy was to bring to market scientifically derived products designed to improve the health and well-being of those who use them. The Company sold its Ozone Safe Food, Inc. operations in August 2005. In November 2006, the Company formed Cinnergen, Inc., a wholly-owned subsidiary, to manufacture and market a non-prescription liquid nutritional supplement designed to promote healthy glucose metabolism, and purEffect, Inc., another wholly-owned subsidiary, to manufacture and market purEffect^TM, a four-step non-prescription acne treatment. On March 10, 2006, the Company licensed the marketing rights for purEffect^TM to Charlston Kentrist 41 Direct, Inc. (“CK41”). In July 2007, the Company formed I-Boost, Inc., a wholly-owned subsidiary, to manufacture and market a food bar designed to improve the effectiveness of the human immune system. In March 2008, the Company formed Cinnechol, Inc., a wholly-owned subsidiary, to manufacture and market a non-prescription nutritional supplement designed to promote cardiovascular health. In February 2009, the Company sold the rights to the purEffect^TM product to CK41 for an equity position in CK41 and future royalty compensation. In March 2009, the Company acquired Freedom2 Holdings, Inc., the manufacturer and marketer of Infinitink®, a permanent tattoo ink designed to be removed more easily using conventional laser removal methods. On March 18, 2009, the Company changed its name to Nuvilex, Inc.

NOTE 2 - Going Concern and Management's Plans

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America (GAAP) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. In addition, as of April 30, 2011, the Company had an accumulated deficit of $37,948,693, had incurred a net loss for the year ended April 30, 2011 of $1,397,716 and had negative working capital of $3,284,733 as a result of the parent company, Nuvilex, current assets of $104,747, and current liabilities of $3,389,479. Funding has been provided by Dr. Ryan and other investors which have primarily enabled continuance of Nuvilex to date. The Company’s current business plan requires additional funding beyond its anticipated cash flows from operations. These and other factors raise substantial doubt about the Company's ability to continue as a going concern.

Strategy

With an overall goal of long-term growth, the Company is stabilizing its financial condition. Management believes its multi-part strategy will strengthen the Company’s position in both the long and short term. Nuvilex may seek to raise capital to fund growth opportunities and working capital needs. The Company’s financial stability efforts include three primary components:

Reduction of the Company’ cash burn rate,

The sale or lease of its Freedom-2 Holdings, Inc. property and implementation of the Company’s plan to resolve the amounts owed,

Ongoing execution of the Company’s revenue growth strategy.

F-7

NOTE 3 – Significant Accounting Policies Principles of Consolidation

The consolidated financial statements include the accounts of Nuvilex, Inc. and its subsidiaries, Knock-Out Technologies, Ltd., MedElite, Inc., Cinnergen, Inc., I-Boost, Inc., Cinnechol Inc., Freedom-2 GmbH, Berlin, Freedom-2 Creditor Partners, Freedom-2 Holdings, Inc, Freedom-2, Inc., Exceptional Equipment and Ink Supply Company, Inc. With respect to the latter three subsidiaries the financials include the profit and loss activity from the date of purchase March 2, 2009 to April 30, 2011 as the acquisition was accounted for under the purchase method of accounting.

All significant intercompany balances and transactions have been eliminated or have been denoted as loans from one company to the other.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes. There were no cash equivalents as of April 30, 2011 or 2010.

Inventories

Inventories are stated at the lower of cost or market. Cost is computed on a weighted-average basis, which approximates the first-in, first-out method; market is based upon estimated replacement costs.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Property and Equipment

Property and equipment are stated at cost. Expenditures that increase the useful lives or capacities of the plant and equipment are capitalized. Expenditures for repairs and maintenance are charged to income as incurred. Depreciation is provided using the straight-line method over the estimated useful lives as follows:

Computer equipment - 3 years

Furniture and fixtures - 7 years

Machinery and equipment - 7 years

Building improvements - 15 years

Building - 40 years

Goodwill and other indefinite-lived intangibles

The Company records the excess of purchase price over the fair value of the identifiable net assets acquired as goodwill and other indefinite-lived intangibles. The FASB standard on goodwill and other intangible assets, prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. As of April 30, 2010, the Company deemed that the goodwill and intangible assets acquired through its acquisition of Freedom-2 Holdings, Inc. and its subsidiaries were fully impaired. See Note 8 – Goodwill and Intangible Assets.

Valuation of long-lived assets

The Company accounts for the valuation of long-lived assets under the FASB standard for accounting for the impairment or disposal of Long-Lived Assets. The FASB standard requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived assets is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

F-8

Basic and Diluted Earnings (Loss) per Share

Basic and diluted earnings per share is calculated using the weighted-average number of common shares outstanding during the period without consideration of the dilutive effect of convertible notes and convertible preferred shares.

Fair value of financial instruments

For certain of the Company’s non-derivative financial instruments, including cash, receivables, accounts payable, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. The estimated fair value of long-term debt is based primarily on borrowing rates currently available to the Company for similar debt issues. The fair value approximates the carrying value of long-term debt.

ASC Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the consolidated balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The three levels of valuation hierarchy are defined as follows:



	·	Level 1. Observable inputs such as quoted prices in active markets;
	·	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
	·	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

The following presents the gross value of assets and liabilities that were measured and recognized at fair value.



	·	Level 1: none
	·	Level 2: none
	·	Level 3: none

Effective October 1, 2008, the Company adopted Accounting Standards Codification subtopic 820-10, Fair Value Measurements and Disclosures ("ASC 820-10") and Accounting Standards Codification subtopic 825-10, Financial Instruments ("ASC 825-10"), which permits entities to choose to measure many financial instruments and certain other items at fair value. Neither of these statements had an impact on the Company's financial position, results of operations or cash flows. The carrying value of cash, accounts payable and accrued expenses, as reflected in the balance sheets, approximate fair value because of the short-term maturity of these instruments.

As of April 30, 2011 the Company has recorded several of its assets and liabilities at fair value. The building held for sale was written down in the last quarter of fiscal 2010 to its fair value based upon a pending sale agreement. Although the agreement was not finalized it established the current market value for the property (refer to Note 7). In March of 2009 through the acquisition of another company the Company acquired certain debt. As part of the acquisition these liabilities were evaluated by a third party and valued at fair value at which they were recorded. As a result of this the Company is amortizing the associated discount and premium for two of the liabilities (refer to Note 9).

Recent Accounting Pronouncements

In December 2010, the FASB Accounting Standards Update 2010-29 Business Combinations Topic 805, which requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. Effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

F-9

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Revenue Recognition

Sales of products and related costs of products sold are recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price is fixed or determinable, and (iv) collectability is reasonably assured. These terms are typically met upon the prepayment or invoicing and shipment of products.

Allowance for Doubtful Accounts

The Company provides an allowance for estimated uncollectible accounts receivable balances based on historical experience and the aging of the related accounts receivable.

Income Taxes

Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Net deferred tax assets consist of the following components as of April 30:

F-10


	2011	2010
NOL	(34,992,000)	(29,000,000)
Net Loss	(1,397,716)	(5,991,928)
Shares issued for services	130,000	421,370
Shares pledged as collateral	730,280	-
Depreciation/Amortization	40,688	114,912
Impairment/disposal of Assets	12,411	3,506,644
Loss on conversion of debt	95,000	-
Net Loss/Gain on sale of assets	-	(2,036)
Amortization of Debt Discount	-	113,107
Bad Debt Expense	9,050	1,118
Loss on settlement of Loan Receivable	-	55,000
NOL	(35,372,287)	(30,781,813)
Effective Rate	0.34	0.34
Deferred Tax Asset	(12,026,578)	(10,465,816)
Valuation	12,026,578	10,465,816
Deferred Tax Asset	-	-

In June 2006, the FASB interpreted its standard for accounting for uncertainty in income taxes, an interpretation of accounting for income taxes. This interpretation clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance the minimum recognition threshold and measurement attributable to a tax position taken on a tax return is required to be met before being recognized in the financial statements.

The FASB’s interpretation had no material impact on the Company’s financial statements for the year ended April 30, 2011. As of April 30, 2011, the Company had a net operating loss carry forward for income tax reporting purposes of approximately $35,372,300 that may be offset against future taxable income through 2027. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carry forwards will expire unused. Accordingly, the potential tax benefits of the loss carry forwards are offset by a valuation allowance of the same amount.

Research and Development Costs

Expenditures for research and development are expensed as incurred. Such costs are required to be expensed until the point that technological feasibility is established. The Company incurred $9,209 and $492,460 in research and development costs for the years ended April 30, 2011 and 2010, respectively.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution in the form of demand deposits.

Reclassifications

Certain items in the prior year financial statements have been reclassified for comparative purposes to conform to the presentation in the current period’s presentation. These reclassifications have no effect on the previously reported income (loss).

NOTE 4 – ACCOUNTS RECEIVABLE

The Company recognizes receivables predominately on sales of its Cinnergen product. At April 30, 2011 the company recorded an allowance for doubtful accounts of $3,906.

NOTE 5 – INVENTORY

At April 30, 2011 and 2010, inventory consisted of $18,706 and $2,528, respectively, of finished goods and raw material inventory for Cinnergen™ products. Inventories are stated at the lower of cost or market. Cost is computed on a weighted-average basis, which approximates the first-in, first-out method; market is based upon estimated replacement costs.

F-11

NOTE 6 - FIXED ASSETS

Fixed assets consisted of the following:



	April 30,
	2011	2010
Building	$ -	$ -
Computers	59,838	59,838
Furniture and fixtures	13,335	31,071
Lab equipment	147,202	149,316
	220,375	240,225
Less: accumulated depreciation	(165,935)	(132,687)
	54,440	$ 107,538

Depreciation expense for the years ended April 30, 2011 and 2010 was $40,688 and $104,155, respectively.

NOTE 7 - ASSETS HELD FOR SALE

In accordance with the authoritative guidance of the Financial Accounting Standards Board, assets held for sale are reported at the lower of the carrying amount or fair value less cost to sell and the recognition of depreciation expense is discontinued. On June 23, 2008, Freedom-2 Holdings, Inc., entered into a Sale Agreement for its Cherry Hill facility, which was agreed to and then was rescinded by the purchaser. In 2009 with one potential buyer and then again another on February 16, 2010, Freedom-2 Holdings, Inc., entered into a $1,150,000 Sale Agreement for its Cherry Hill facility which, from information stated to management, was not agreed to by the mortgage holder. Although neither of the latter Sale Agreements were ever finalized, they established a fair market value less than the book value for Freedom-2 Holdings, Inc.’s building and building improvements. Generally accepted accounting procedures require Freedom-2 Holdings, Inc. to adjust the value of its fixed asset to fair market value. Therefore, Freedom-2 Holdings, Inc., and as a result, Nuvilex, have adjusted and reclassified the value of Freedom-2 Holdings, Inc.’s building and building improvements to fixed assets held for sale in the amount of $1,081,000 ($1,150,000 less $69,000 in estimated real estate commission) as of April 30, 2010 and has recorded a loss for impairment of $1,197,779 for the year ending April 30, 2010. For the year ended April 30, 2011 the Company obtained a third party fair market valuation of the building for Freedom-2 Holdings, Inc., which resulted in no further impairment.

NOTE 8 - GOODWILL AND INTANGIBLE ASSETS

As of April 30, 2010, a fair market assessment of Freedom-2 Holdings, Inc.’s goodwill and intangible assets found that they no longer provided any current or foreseeable future value to Freedom-2 Holdings, Inc., and as a result, the Company’s. Current market conditions have materially impacted Freedom-2 Holdings, Inc.’s ability to make, market and sell its Infinitink® product line, the principle product acquired in the Company’s acquisition of Freedom-2 Holdings, Inc. The Freedom-2 Holdings, Inc., and as a result, the Company, believe the goodwill and intangible assets acquired in this transaction were fully impaired. Accordingly, Freedom-2 Holdings, Inc., and as a result, the Company, recorded a $2,309,842 charge to impairment loss recognized for acquired and intangible assets in its April 30, 2010 Statement of Operations.

NOTE 9 - DEBT

As of April 30, 2011 and 2010, the following long-term debts associated with the Freedom-2 Holdings, Inc. subsidiary are as follows:

F-12



	April 30, 2011			April 30, 2010
	Principal	Accrued interest & penalty	Total	Principal	Accrued interest & penalty	Total
Note payable to a Bank for a mortgage secured by the building, interest at 7.75 % payable in monthly installments of $19,202, with a balloon payment due 2/1/2013.	$ 1,592,315	$ 233,762	$ 1,826,077	$ 1,592,315	$ 75,455	$ 1,667,770
Increase for fair value at acquisition	112,681	-	112,681	112,681	-	112,681
Amortization of premium	(62,334)	-	(62,334)	(33,564)	-	(33,564)
Note payable for a mortgage	1,642,662	233,732	1,.876,424	1,671,432	75,455	1,746,887
Note Payable to Fish & Richardson, secured by a second mortgage on the building with interest at 2.5% payable in monthly installments of $5,787.	178,951	23,784	202,735	178,951	5,248	184,199
Note Payable to MFE, LLC secured by a third mortgage on the property due 12/31/2009 with interest at 10% payable on the first day of April, July and October until the maturity date with the balance payable on the maturity date.	150,000	27,500	177,500	150,000	12,500	162,500
License fee agreement with Brown University, amended February 12, 2009, for intellectual property rights. Equal payments of $100,000 are due on June 1, 2009, 2010, 2011 and 2012. The license fee payments do not include interest.	400,000	-	400,000	400,000	-	400,000
Decrease for fair value at acquisition	(58,408)	-	(58,408)	(58,408)	-	(58,408)
Amortization of premium	38,939	-	38,939	20,967	-	20,967
Note fee payable	381,531	-	380,531	362,559	-	362,559
Bridge loan payable initiated 12/01/2008 accruing interest at 8% and payable upon maturity on 6/30/2010.	20,000	4,000	24,000	20,000	2,400	22,400
Total	2,372,144	289,046	2,661,190	2,382,942	95,603	2,478,545
Less: current portion	2,372,144	289,046	2,661,190	2,282,942	95,603	2,378,545
Long-term portion	$ -	$ -	$ -	$ 100,000	$ -	$ 100,000

On July 30, 2009, the mortgage agreement with Cornerstone Bank was modified whereby the principle of $43,572 paid to date on the note was re-advanced to the borrower returning the principle balance to $1,600,000. Payments under the modified agreement commenced on September 1, 2009.

There have been pending sales of the Company’s building in 2008 and again in 2009 and 2010, which would have accelerated the payment of the Cornerstone bank mortgage. In addition, there was a temporary leasing of a small separated portion of the building in 2009, which unfortunately ended due to bankruptcy of the lessee, Eldon of NJ. Although the Company’s efforts continue in this area to sell or lease part or all of the building, to date, the large number of vacant properties in the Cherry Hill, NJ region have made it difficult to accomplish either, through and including the current year. Accordingly, although the maturity date of the mortgage extends to February 1, 2013, the Company recognizes the entire outstanding mortgage value as a current liability. At the date of acquisition the mortgage and license fee payable were recorded at fair value on the Company’s balance sheet. The above schedule adjusts the book value of those liabilities to their fair value, net of applicable amortization of the discount and premium as of April 30, 2011 and 2010.

NOTE 10 - COMMON STOCK TRANSACTIONS

On January 31, 2011 5,000,000 shares of common stock were issued to Dr. Robert F. Ryan for $100,000 cash received.

During the year ended April 30, 2011, 3,750,000 shares of common stock were issued to Dr. Robert F. Ryan, Ms. Patricia Gruden and Dr. Gerald W. Crabtree, officers of the Company for compensation. Shares were valued using the closing stock price on the day of issuance for a total expense of $92,250.

During the year ended April 30, 2011, the company authorized the issuance of 1,375,000 shares of common stock for compensation to its officers. As of April 30, 2011 these shares had not yet been issued by the transfer agent.

F-13

In connection with litigation with Cornerstone bank (note 12) there is a claim to enforce a purported pledge of additional collateral of 14,605,614 shares of common stock as security for a Note held by them. It should be noted that the shares pledged by Freedom-2 and purportedly owed by the Company to Cornerstone Bank were not part of the mortgage note, but the shares in question were above, beyond, and thus in addition to the note as collateral for obtaining the second mortgage modification, they have been indicated as additional collateral, since they were not part nor parcel of the original note nor its modification itself except as collateral. The Company has recorded a stock payable and expense in the amount of $730,281 to account for the shares.

All 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.

NOTE 11 - PREFERRED STOCK

Series E Preferred Stock has, among others, the following features:

· Series E Preferred Shares will not bear any dividends.

· Each share of Series E Preferred Stock is entitled to receive its share of assets distributable upon the liquidation, dissolution or winding up of the affairs of the Company. The holders of the Series E Preferred Shares shall be entitled to receive in cash out of the assets of the Company before any amount shall be paid to the holders of any capital stock of the Company of any class junior in rank to the Series E Preferred Shares.

· Each share of Series E Preferred Stock is convertible, at the holder’s option, into shares of Common Stock, at the average Closing Bid Price of the Company’s common stock for five (5) trading days prior to the Conversion Date.

· At every meeting of stockholders, every holder of Series E Preferred Stock is entitled to 50,000 votes for each share of Series E Preferred Stock in his name, with the same and identical voting rights as a holder of a share of Common Stock; therefore, the holder of the preferred stock can effectively increase the Company issued Common Stock shares without a vote of the Common Stock shareholders thus enabling any potential shortfall of authorized common shares outstanding from being covered should the Preferred Stockholders wish to convert.

On March 1, 2011, the Company issued 3,500 shares of preferred stock to a shareholder for an $80,000 loan that was made to the company. Based on prior year issuance of preferred stock, the original valuation was $50.00/share and since the valuation of the preferred stock for this loan was set to $80,000 per 3,500 shares or $22.86/share, the Company has recorded a loss on conversion of debt of $95,000 for year ending April 30, 2011.

The average Closing Bid Price at April 30, 2011 was $0.03. Based on the Series E Preferred Stock provisions, if converted on April 30, 2011, the outstanding 3,500 Series E Preferred Shares would have converted into 2,666,667 shares of the Company’s common stock.

Under the terms of the Series E Stock Certificate, the holders have specific rights to be paid in cash out of the assets of the Company prior to any junior class shares. As a result of the obligations for Series E preferred shares, the Company has determined these redemption features have the potential to be outside the control of the Company, and accordingly, the Company has classified the Series E shares outside of shareholder’s equity in accordance with ASC 480 regarding instruments with debt and equity features. Thus, the full value for the convertible Preferred Stock was recorded outside of stockholders’ equity in the accompanying consolidated balance sheet.

NOTE 12 – LEGAL PROCEEDINGS

In July 2011, a claim was filed by Cornerstone Bank against Freedom-2, Inc., a wholly owned subsidiary of the Company, for amounts due under a promissory note. The bank is also seeking to foreclose its mortgage on the property located in Cherry Hill, New Jersey for which the promissory note is held. Although at this time it is unknown what any estimated loss may be, it is reasonable to assume at least a loss between $750,000 - $1,000,000 is possible, with a worst case scenario of a 100% liability plus any applicable fees. In addition, there is a claim to enforce a purported pledge of additional collateral of 14,605,614 shares of common stock as security for the Note. It should be noted that the shares pledged by Freedom-2 and purportedly owed by the Company to Cornerstone Bank were not part of the mortgage note, but the shares in question were above, beyond, and thus in addition to the note as collateral for obtaining the second mortgage modification, they have been indicated as additional collateral, since they were not part nor parcel of the original note nor its modification itself except as collateral. The Company has recorded a stock payable and expense in the amount of $730,281 to account for the shares.

The Company has recorded a stock payable and expense in the amount of $730,281 to account for the shares.

NOTE 13 - RELATED PARTY TRANSACTION

On February 11, 2009, the Company and Charlston Kentrist 41 Direct, Inc. (CK-41) restructured its Marketing Agreement (the “restructured agreement”) surrounding purEffect™, an acne treatment system. Under the terms of the restructured agreement, the Company will transfer all of its rights to purEffect™ to CK-41 for four million two hundred-fifty thousand (4,250,000) shares of CK-41 common stock at the price of $0.01 per share. CK-41 will also grant the Company a three-year warrant to purchase an additional four million two hundred-fifty thousand (4,250,000) shares of common stock at $6.00 per share. Additionally, the Company will receive a two percent (2%) royalty on worldwide purEffect™ adjusted net sales. The restructured agreement set minimum royalty payments of one hundred-fifty thousand ($150,000) dollars payable March 1, 2010 and two hundred-fifty thousand ($250,000) dollars payable on March 1, 2011. In addition to these royalty payments, a one hundred thousand ($100,000) dollar late penalty is due if not paid by the appropriate due date. The Company was also guaranteed to hold one seat on the Board of Directors of CK-41. In the event royalty payments are not paid in full, the agreement has a full product recall right, that Nuvilex can, at its option, recall the product, advertising, and all other aspects of purEffect™ treatment spent or accumulated to date, back to Nuvilex. This would then allow Nuvilex the opportunity to develop purEffect™ from that point forward. As of April 30, 2011, CK-41 remains delinquent in its payments and the associated penalties. Accordingly, the Company has no assurance this royalty payment will be made for the purEffect™ product and is considering appropriate activities as a result.

F-14

On September 4, 2009, the Company and Legacy Biotechnologies, Inc. (Legacy) entered into a Joint Venture Agreement (the “joint venture”) to develop market and sell Reme-Flu™, a homeopathic flu remedy. Under the terms of the joint venture, Knock-Out Technologies, Ltd., a wholly owned subsidiary of Nuvilex, Inc., granted a license to Legacy to certain intellectual property and know-how. Nuvilex, Inc. is entitled to thirty percent (30%) of net revenues received from the sale of Reme-Flu™ and related products. Net revenues is defined as gross sales less returned goods, cash discounts, credit card processing fees, bad debts, product advertising and marketing expenses, shipping and sales taxes. To date, Reme-Flu™ has been produced and was sold during the flu season of 2010/2011.

On November 4, 2009, the Company and Legacy Biotechnologies, Inc. (Legacy) entered into a Joint Venture Agreement (the “joint venture”) to collaborate on the research and development of its cancer therapy technology. Under the terms of the joint venture, Knock-Out Technologies, Ltd., a wholly owned subsidiary of Nuvilex, Inc., granted access to Legacy to certain intellectual property, know-how and research data in support of the Company’s cancer therapy development program. Legacy is to provide financial and technical assistance to advance the Company’s cancer therapy development program to proof of concept and potentially to an FDA Investigational New Drug (IND), which would allow the treatment(s) to be taken through clinical trials and ultimately to a potential New Drug Application (NDA), all prior to marketing. Under the terms of the joint venture agreement, Legacy will be entitled to 100% of net revenues or royalties received from sales of products containing Nuvilex’ cancer therapy technology up to its aggregate investment in the cancer therapy development program. Thereafter, Legacy and Nuvilex will split the net revenue and/or royalties received, 60 and 40%, respectively. The Company, in conjunction with its subsidiary Knock-Out Technologies, Ltd. and joint venture partner Legacy Biotechnologies, Inc., initiated, carried out and reported preliminary study findings undertaken with Alternia™, the Company’s first natural product cancer agent formulation. Discovery and Imaging Services (MIR), a subsidiary of Charles River Laboratories, Tier 1 specialists in pre-clinical laboratory services were used for the studies. Results of animal tests provided initial information on toxicity, potential future dosages and maximum tolerated dose, providing possible insight into future directions for this agent. Future testing will include additional cell line and animal studies to determine specific cancer cell types which Alternia™ may be effective against. Revenue is not anticipated from this product until substantial preclinical testing has been completed followed by clinical testing in humans.

The Company has had a consulting agreement with Mr. Robert Bowker, President, Knock-Out Technologies, Ltd., a wholly owned subsidiary of Nuvilex, Inc., for the fiscal years ending April 30, 2011 and 2010, and as a result the Company incurred consulting fees of $27,720 and $82,120 respectively.

During the year ended April 30, 2011 a shareholder loaned the Company $80,229. On March 1, 2011, the Company issued 3,500 shares of preferred stock for the $80,000 loan. The valuation of the preferred stock for this loan was set to $80,000 per 3,500 shares or $22.857/share.

During the year ended April 30, 2011, a Nuvilex officer loaned the Company $37,200, interest free, to cover certain operating expenses.

NOTE 14 - SUBSEQUENT EVENTS

The Company has performed an evaluation of subsequent events in accordance with ASC Topic 855. Other than the events noted below, the Company is not aware of any subsequent events which would require recognition or disclosure in the financial statements.

Subsequent to April 30, 2011 the Company issued 2,000,000 shares of common stock as part of compensation for marketing services to Evergreen Marketing. Shares were issued at $0.056 for total expense of $111,800.

On May 7, 2011, a majority shareholder returned 750,000 free trading shares to the Company to be used for investor relation services. In return the Company issued 750,000 restricted shares as replacement, plus 150,000 shares as an incentive for this transaction and for loss of opportunity during the restrictive period. The shares were valued at the applicable closing price of $0.065.

On May 9, 2011 an officer of the Company returned 5,000,000 free trading shares to the Company to be used for investor relation services and to raise additional capital. In return the Company issued 5,000,000 restricted shares as replacement, plus 1,000,000 shares as an incentive for this transaction and for loss of opportunity during the restrictive period. The shares were valued at the applicable closing price of $0.057.

F-15

On May 21, 2011 the Company sold 500,000 shares of common stock for total proceeds of $21,000.

On May 26, 2011 the Company entered into an Asset Purchase Agreement with SG Austria to purchase 100% of the assets and liabilities of that company. As of August 4, 2011 the Company has paid $380,000 of the total purchase price, which still includes additional funding and stock for completion of the purchase.

On June 1, 2011 a shareholder, returned 3,500,000 free trading shares to the Company to be used for capital raising and investor relation services. In return the company issued him 4,000,000 restricted shares as replacement. The shares were valued at the applicable closing price of $0.07.

Subsequent to April 30, 2011 the Company issued 4,675,000 shares of common stock to its various officers for compensation.

On May 4, 2011, the Company filed a Certificate of Amendment to the Articles of Incorporation with the state of Nevada to increase the authorized Common Stock from Five Hundred Million (500,000,000) to One Billion Four Hundred Ninety Million (1,490,000,000). The foregoing description of the Amendment to the Articles of Incorporation is filed as Exhibit 3.12 to this Form 10-K.

F-16

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NUVILEX, INC.

By: /s/ Robert F. Ryan
Robert F. Ryan, M.S., Ph.D.

President and Chief Executive Officer
(Principal Executive Officer On behalf of the Registrant)

Date: August 15, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


	August 15, 2011	By: /s/ Patricia Gruden Patricia Gruden, Interim Chairman of the Board of Directors and Interim Principal Financial Officer
	August 15, 2011	By: /s/ Robert Bowker Robert Bowker, Director
	August 15, 2011	By: /s/ Richard Goldfarb Richard Goldfarb, M.D., FACS, Director
	August 15, 2011	By: /s/ Timothy Matula Timothy Matula, Director


Nevada	62-1772151
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


Securities registered under Section 12(b) of the Act:	None

Securities registered under Section 12(g) of the Act:	None


Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company þ


Name	Principal Position	Date	Salary	Shares of Stock Awarded	Stock Value	Total Compensation
Robert F. Ryan, M.S., Ph.D.⁽³⁾	President and Chief Executive Officer	5/1/10 – 4/30/2011	$ -	2,250,000	$ 63,500	$ 62,250
Patricia Gruden^{(1) (2) (3)}	Interim Chief Financial Officer, Interim Secretary and Chairwoman of the Board of Directors	5/1/10 – 4/30/2011	$ -	1,750,000	$ 39,625	$ 37,500
Gerald W. Crabtree, M.S., Ph.D.⁽⁴⁾	Chief Operating Officer	5/1/10 – 4/30/2011	$ -	1,125,000	$ 31,813	$ 30,250
Robert Bowker	President of Knock-Out Technologies, Ltd	5/1/10 – 4/30/2011	$ 27,720	-	$ -	$ 27,720
Robert Bowker	President of Knock-Out Technologies, Ltd	5/1/2009 - 4/30/2010	$ 82,120	1,250,000	$ 18,750	$ 100,870
Richard Goldfarb, M.D., FACS	President of MedElite, Inc	5/1/10 – 4/30/2011	$ -	-	$ -	$ -
Richard Goldfarb, M.D., FACS	President of MedElite, Inc	5/1/2009 - 4/30/2010	$ -	1,250,000	$ 18,750	$ 18,750
Timothy Matula	Director	5/1/10 – 4/30/2011	$ -	-	$ -	$ -
Timothy Matula	Director	5/1/2009 - 4/30/2010	$ -	1,250,000	$ 18,750	$ 18,750
Martin Schmieg⁽²⁾	Chairman and CEO	5/1/10 – 4/30/2011	$ -	-	$ -	$ -
Martin Schmieg⁽²⁾	Chairman and CEO	5/1/09 – 4/30/2010	$ -	-	$ -	$ -
Marylew R. Barnes⁽¹⁾	Chief Financial Officer	5/1/10 – 4/30/2011	$ -	-	$ -	$ -
Marylew R. Barnes⁽¹⁾	Chief Financial Officer	5/1/09 – 4/30/2010	$ 97,455	1,250,000	$ 18,750	$ 116,205


Name and Address		Number of Shares Beneficially Owned		Percentage of Common Stock⁽¹⁾
Robert F. Ryan, M.S., Ph.D., President and CEO Board Member	9,515,000		2.6

Patricia Gruden, Board Chairwoman and Interim CFO	10,500,000		2.9

Gerald W. Crabtree, M.S., Ph.D, COO	2,365,000		*

Robert Bowker, Board Member	0		*

Richard Goldfarb, M.D., FACS, Board Member	16,170,000		4.4

Timothy Matula, Board Member	500		*

Closely held: Berkshire Capital Management, Inc.⁽²⁾	52,666,667		14.4%


Date	Bid Price
2011	HIGH	LOW
First Quarter	$0.01	$0.01
Second Quarter	$0.01	$0.01
Third Quarter	$0.02	$0.01
Fourth Quarter	$0.03	$0.03

Date	Bid Price
2010	HIGH	LOW
First Quarter	$0.05	$0.03
Second Quarter	$0.06	$0.02
Third Quarter	$0.03	$0.02
Fourth Quarter	$0.03	$0.01



	-	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

	-	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

	-	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.


	Age	Position
Robert F. Ryan, M.S., Ph.D.⁽³⁾	51	President and Chief Executive Officer
Patricia Gruden ^{(1) (2) (3)}	70	Interim Chairwoman of the Board of Directors and Interim Chief Financial Officer
Gerald W. Crabtree, M.S., Ph.D.⁽⁴⁾	70	Chief Operating Officer
Robert Bowker	62	Director and President of Knock-Out Technologies, Inc.
Richard Goldfarb, M.D., FACS	57	Director and President of MedElite, Inc.
Timothy Matula	48	Director


Service	2011	2010
Audit Fees	$31,000	$24,125
Audit-Related Fees	-	-
Tax Fees	-	-
All Other Fees	-	-
Total	$ 31,000	$24,125


Exhibit No.	Description	Location
2.1	Asset Purchase Agreement, dated August 24, 2005, between the Company and Mark Taggatz.	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2005.
2.2	Share Purchase Agreement, dated August 31, 2005, between the Company and Dr. Richard Goldfarb.	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2005.
2.3	Addendum to Share Purchase Agreement, dated August 31, 2005, between the Company and Dr. Richard Goldfarb.	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on September 7, 2005.
2.4	Share Exchange Agreement, dated January 12, 2009, between the Company and Freedom2 Holdings, Inc.	Incorporated by reference from the Company’s Current Report on Form 10-K filed with the SEC on August 13, 2009.
3.1	Articles of Incorporation of DJH International, Inc. dated October 25, 1996.	Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001.
3.2	Certificate of Amendment of Articles of Incorporation of DJH International, Inc. dated October 20, 2000.	Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001.
3.3	Certificate of Amendment of Articles of Incorporation dated November 14, 2003.	Incorporated by reference from the Company’s Registration Statement on Form.
3.4	Certificate of Amendment of Articles of Incorporation dated June 30, 2008.	Incorporated by reference from the Company’s Registration Statement on Form
3.5	Certificate of Amendment of Articles of Incorporation dated January 22, 2009.	Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2009.


3.6	Corporate Bylaws.	Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001.
3.7	Certificate of Designations, Preferences and Rights of Series E Convertible Preferred Stock dated December 20, 2007.	Incorporated by reference from the Company’s Current Report on Form 10-K filed with the SEC on August 13, 2009.
3.8	Certificate of Designations, Preferences and Rights of Series E Convertible Preferred Stock, dated April 29, 2008.	Incorporated by reference from the Company’s Current Report on Form 10-K filed with the SEC on August 13, 2009.
3.9	Certificate of Amendment of Articles of Incorporation dated May 4, 2011.	Filed herewith.
4.1	Reference is made to Exhibits 3.1, 3.2 and 3.3.
4.2	Form of Common Stock Certificate.	Incorporated by reference from the Company’s Registration Statement on Form SB-2 (File No. 333-68008) filed with the SEC on August 20, 2001.
21	List of Subsidiaries	Filed herewith.
31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended.	Filed herewith.
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended.	Filed herewith.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.	Filed herewith.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.	Filed herewith.



Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of April 30, 2011 and 2010	F-3
Consolidated Statements of Operations for the Years Ended April 30, 2011 and 2010	F-4
Consolidated Statement of Stockholders’ Equity (Deficit) for the Years Ended April 30, 2011 and 2010	F-5
Consolidated Statements of Cash Flows for the Years Ended April 30, 2011 and 2010	F-6
Notes to the Consolidated Financial Statements	F-7


NUVILEX, INC.
CONSOLIDATED BALANCE SHEETS

	April 30,
		2011		2010
ASSETS
Cash	$	57,201	$	716
Accounts receivable – net		2,316		10,435
Inventory		18,706		2,528
Prepaid services		26,524		-
Total Current Assets		104,747		13,679

Property, plant and equipment – net		54,440		107,538
Asset held for sale		1,081,000		1,081,000
Total Assets	$	1,240,187	$	1,202,217

LIABILITIES AND STOCKHOLERS' EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	705,763	$	674,817
Accrued interest		274,144		95,603
Due to shareholder		229		-
Due to an officer		37,200		-
Current portion of long-term debt		2,372,144		2,282,942
Total Current Liabilities		3,389,480		3,053,362

Long-term Liabilities
Long-term debt, net of current portion		-		100,000
Total Liabilities		3,389,480		3,153,362

Commitments and Contingencies
Preferred stock, authorized 10,000,000 shares,
$0.0001 par value, 8,500 and 5,000 shares issued
and outstanding, respectively		580,000		500,000
Stockholders' Equity (Deficit)
Common Stock, authorized 1,490,000,000 shares,
$0.0001 par value, 357,137,581 and 348,387,581
shares issued and outstanding, respectively		35,714		34,839
Common stock payable		768,031		-
Additional paid in capital		34,415,655		34,064,993
Accumulated deficit		(37,948,693)		(36,550,977)
Total Stockholders' Equity (Deficit)		(2,729,293)		(2,451,145)
Total Liabilities and Stockholders' Equity (Deficit)	$	1,240,187	$	1,202,217

The accompanying notes are an integral part of these consolidated financial statements


	NUVILEX, INC.
	CONSOLIDATED STATEMENTS OF OPERATIONS


		For the Years Ended April 30,
		2011		2010
Revenues
	Product sales	$	75,997	$	262,932
	Royalty revenue		50,000		-
Total revenue			125,997		262,932
Cost of revenues			32,104		228,659
Gross profit			93,893		34,273

Expenses
	Sales and marketing		10,830		411,720
	Research and development		9,209		492,460
	Impairment loss recognized for acquired intangible assets		-		3,507,621
	Compensation expense		136,000		15,109
	Legal & professional fees		98,399		49,707
	General and administrative		227,816		1,174,240
	Total operating expenses		482,254		5,650,857
Net Gain (Loss) from operations			(388,361)		(5,616,584)

Other income (expense)
	Impairment loss recognized for fixed assets		(12,411)		-
	Loss on conversion of debt		(95,000)		-
	Interest expense		(171,663)		(292,556)
	Gain on sale of marketable securities		-		2,692
	Loss on settlement of loan receivable		-		(55,000)
	Other expense		(730,281)		(30,477)
	Total other expense		(1,009,355)		(375,341)
Net Income (Loss)		$	(1,397,716)	$	(5,991,925)

Basic Income (Loss) per share		$	(0.00)	$	(0.02)

Weighted average shares outstanding			350,344,431		301,307,396


	The accompanying notes are an integral part of these consolidated financial statements.