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BACKGROUND,ACQUISITION AND LIQUIDITY
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3 Months Ended |
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Jul. 31, 2013
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| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| BACKGROUND, ACQUSITION AND LIQUIDITY |
BACKGROUND, ACQUISITION AND LIQUIDITY
This summary of accounting policies for the Company and its 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, changing its name to eFoodSafety.com, Inc. following acquisition of Global Procurement Systems, Inc. and later acquired Ozone Safe Food, Inc. The Company's early mission provided methods and products to ensure safety of marketed fruits and vegetables worldwide. On February 4, 2004, shares were registered with the United States Securities and Exchange Commission (SEC). The Company's common stock ("Common Stock") began publicly trading on the Over The Counter Bulletin Board quotation system under the trading symbol EFSF. The Company did not issue shares of Common Stock pursuant to an initial public offering. With low demand for its produce sterilization and software tracking products, the Company acquired Knock-Out Technologies, Ltd. and MedElite, Inc. Knock-Out Technologies, Ltd. was a developer of products using organic, non-toxic, food based and MedElite, Inc. was the exclusive U.S. distributor of TalsynTM-CI Scar Cream (“Talsyn”), a topical scar- reducing cream and the strategy was to bring to market scientifically derived products. The Company sold Ozone Safe Food, Inc. and formed the wholly-owned subsidiary Cinnergen, Inc. to manufacture and market Cinnergen, a nutritional supplement, and later formed another wholly-owned subsidiary purEffect, Inc., to manufacture and market a four-step acne treatment called purEffectTM. The Company licensed the marketing rights for purEffectTM to Charlston Kentrist 41 Direct, Inc. (“CK41”). I-Boost, Inc. was also formed to market products to support the immune system, followed by Cinnechol, Inc. In February 2009 the Company sold the purEffectTM rights to CK41 for equity and future royalties. Freedom2 Holdings, Inc. was acquired to manufacture and market products including Infinitink®. On March 18, 2009 the Company changed its name to Nuvilex, Inc. On May 26, 2011 the Company entered into an Asset Purchase Agreement with SG Austria Private Limited (“SG Austria”) to purchase 100% of the assets and liabilities of that company ("Agreement"). The acquisition was completed in June 2012 and Austrianova Singapore Private Limited ("ASPL") and Bio Blue Bird Aktiengesellshaft ("BBB"), became wholly-owned subsidiaries of Nuvilex, Inc. with the requirement to pay SG Austria $2.5 million and 100,000,000 shares of Common Stock for the purchase. On February 11, 2013, Medical Marijuana Sciences, Inc. (“MMS”), was incorporated in the State of Nevada and became a wholly-owned subsidiary of the Company. MMS will conduct research for treating cancer using Cannabis derived compounds.
On or about July 10, 2013, with an effective date of June 25, 2013, the Company and SG Austria Private Limited (“SG Austria”) notified shareholders that they had executed and completed the majority of tasks necessary to fulfill and complete the Third Addendum to the Agreement, which was the third modification to the original Asset Purchase Agreement dated May 26, 2011, and the prior Addendums between the companies. Under the terms of the Third Addendum, the Company acquired 100% of the equity interests in BBB from their parent company SG Austria and, in addition, the Company received a 14.5% equity interest in SG Austria for payments made to date.
The Company paid $1.5 million USD in cash to acquire BBB. Funding was accomplished through a private placement sale to accredited investors of 12,000,000 shares of the Company's restricted common stock for $0.125 per share. The Third Addendum returned the original 100,000,000 shares of Common Stock to the Company and the 100,000 ASPL shares to SG Austria and the shares for each respective company were returned to the Registrant's treasury.
BBB is a debt free wholly-owned subsidiary of the Registrant and provides exclusive worldwide licenses for the use of encapsulation for oncology through patents licensed by BBB from Bavarian Nordic (BAVA.CO, Listed on NASDAQ OMX Copenhagen). This licensing enables the Company to carry out any form of living-cell encapsulation-based cancer treatment and encapsulation of virus expressing cells for treating diseases.
As of July 31, 2013, Nuvilex, MMS and BBB are operating entities.
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