NOTE 12 - RELATED PARTY TRANSACTIONS

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.

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’s 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 have to 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 year ended April 30, 2011 the Company incurred consulting fees of $27,720. During the three months ended July 31, 2011 Mr. Robert Bowker, President, Knock-Out Technologies, Ltd., a wholly owned subsidiary of Nuvilex, Inc., was issued 500,000 shares of common stock. 250,000 shares were valued at $0.07 and 250,000 were valued at $0.06  using the closing stock price on the date of grant for a valuation of $32,500.

In June, 2011 the Company issued 1,000,000 shares of restricted stock to an officer as an incentive for the exchange of free trading shares of common stock. The shares were issued at $0.057 using the closing stock price on the date of grant for a valuation of $57,000.

In June, 2011 the Company issued 150,000 shares of restricted stock to a majority shareholder as an incentive for the exchange of free trading shares of common stock. The shares were issued at $0.07 using the closing stock price on the date of grant for a valuation of $10,500.

As of July 31, 2011 the balance due to an officer for loan advances was $29,700.