Quarterly report pursuant to Section 13 or 15(d)

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements
3 Months Ended
Jul. 31, 2011
Organization, Consolidation and Presentation of Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]


Nuvilex, Inc. operates independently and through wholly-owned subsidiaries.  We are dedicated to bringing to market scientifically derived products designed to improve the health and well-being of those who use them. The Company’s current strategy is to focus on developing and marketing products in the biotechnology arena it believes have potential for long-term corporate growth.

This summary of accounting policies for Nuvilex, Inc. 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.


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 TalsynTM-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 purEffectTM, a four-step non-prescription acne treatment. On March 10, 2006, the Company licensed the marketing rights for purEffectTM 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 purEffectTM 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.

Acquisition Purchase Price

On May 26, 2011, The Company entered into a purchase agreement with SG Austria, Inc. whereby the Company is to pay $200,000 to acquire the pancreatic cancer treatment owned by SG Austria.  This purchase has been completed from Company funds provided by interested shareholders and are classified as assets since this acquisition will provide a substantial positive growth value for Nuvilex.

Subsequently, it was decided to acquire SG Austria through a merger and share exchange agreement consisting of the parent company SG Austria, Austrianova Singapore Pte, Ltd., and BioBlueBird AG. To complete the entire acquisition, items were to be provided to SG Austria by Nuvilex, in addition to Nuvilex remaining a publicly traded company: 1) funding for outstanding loans for BioBlueBird of $500,000 or Nuvilex shares or a combination of the two; 2) a share exchange to be determined based on Nuvilex share price and reaching milestones; and 3) temporary monthly funding during the transition of which $240,000 has been completed from Company funds provided by interested shareholders.  These requirements were agreed to in order to provide initial funding for SG Austria and enable it to: 1) carry out company activities; and 2) initiate IND preparation, regulatory and GMP activities in anticipation of clinical trials. 

In the event of Cancellation or Termination of this Agreement without consummation, Nuvilex shall receive a pro-rata ownership percentage in SG Austria based on 0.8496% of SG Austria’s shares for every $60,000 USD payment and 2.83% of SG Austria for the payment of the $200,000. As of September 19, 2011 the Company has paid $440,000 of the total purchase price, which still requires additional funding and stock for completion of the purchase and closing will occur when all of the issues regarding the agreement are fulfilled.  According to the original agreement, in order to close this acquisition, Nuvilex must raise approximately $3 Million USD minus the amount of money that has been provided to them for maintaining operations during the present period prior to October 31, 2011, which can be extended through the agreement of both parties.

Liquidity Disclosure [Policy Text Block]

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 July 31, 2011, the Company had an accumulated deficit of $38,634,713, had incurred a net loss for the quarter ended July 31, 2011 of $686,020 and had negative working capital of $2,953,016. Funding has been provided by various 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.



As mentioned in the 2011 10-K, the Company’s overall goal of long-term growth has been working to stabilize its financial condition. The Company’s financial stability efforts include four primary components:                   

  1. Maintenance of the Company’s cash burn rate,
  2. Sale or lease of the Freedom-2 Holdings, Inc. property and completion of the Company’s plan to resolve all debts,
  3. Ongoing execution of the Company’s revenue growth strategy, and
  4. Expansion of effort on biotechnology to the overall goals and mission of Nuvilex.