U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
[X]
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JULY 31, 2011
[ ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-68008
NUVILEX, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 62-1772151 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
12510 Prosperity Blvd., Suite #310, Silver Spring, MD 20904
(Address of principal executive offices)
(480) 348-8050
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of September 19, 2011, the issuer had 376,662,581 shares of its common stock issued and outstanding.
Explanatory Note
The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2011, filed with the Securities and Exchange Commission on September 19, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q. Exhibit 101 provides the financial statements and related notes from the Form 10-Q formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.
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Item 6.
Exhibits.
| 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. |
| 2.5 |
| Share Exchange Agreement, dated May 26, 2011 between the Company and SG Austria, Inc. |
| Incorporated by reference from the Company’s Current Report on Form 10-Q filed with the SEC on September 14, 2011. |
| 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. |
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| 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. |
| 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. |
| 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. |
| 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. |
| 101 |
| Interactive Data Files for the Nuvilex, Inc. Form 10-Q for the period ended July 31, 2011 |
| Filed herewith. |
*Exhibits 32.1 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall such exhibits be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act, except as otherwise stated in such filing.
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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, thereunto duly authorized.
NUVILEX, INC.
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| By: /s/ Robert F. Ryan President and Chief Executive Officer
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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.
| September 20, 2011 | By: /s/ Patricia Gruden Patricia Gruden, Interim Chairman of the Board of Directors and Interim Principal Financial Officer |
| September 20, 2011 | By: /s/ Robert Bowker Robert Bowker, Director |
| September 20, 2011 | By: /s/ Richard Goldfarb Richard Goldfarb, M.D., FACS, Director |
| September 20, 2011 | By: /s/ Timothy Matula Timothy Matula, Director |
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