UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2011
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
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 Drive, Suite #310, Silver Spring, MD 20904
(Address of principal executive offices)
(240) Own-NVLX
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x 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. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨ No x
As of September 19, 2011, the registrant had 376,662,581 outstanding shares of Common Stock.
Explanatory Note
This Amendment No. 2 on Form 10-Q/A (this “Amendment”) amends our quarterly report on Form 10-Q/A Amendment No. 1 for the fiscal quarter ended July 31, 2011 as filed with the Securities and Exchange Commission on September 20, 2011, and is being filed solely to correct a typographical error on the cover page of the Form 10-Q/A, to check the box marked “No” (instead of the box marked “Yes”) with respect to whether the Company is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act).
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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. |
| 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. |
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| 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 |
| Incorporated by reference from the Company’s Form 10-Q/A #1 filed with the SEC on September 20, 2011. |
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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. March 26, 2012 |
| ||
|
| By: /s/ Robert F. Ryan President, Chief Executive Officer and Interim Chief Financial 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.
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