Quarterly report pursuant to Section 13 or 15(d)

Organization, Consolidation and Presentation of Financial Statements

Organization, Consolidation and Presentation of Financial Statements
6 Months Ended
Oct. 31, 2011
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
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 Private Limited (SG Austria), whereby the Company is to pay $200,000 to acquire the pancreatic cancer treatment owned by the principals of 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 all of the assets of SG Austria through an asset acquisition and share exchange agreement consisting of all of the assets of the parent company SG Austria, which is comprised of Austrianova Singapore Private Limited (ASPL) and BioBlueBird AG (BBB).  The parent company, SG Austria, will revert to its owners and shareholders.  To complete the entire acquisition, items must be provided by Nuvilex to SG Austria.  In addition to Nuvilex remaining a publicly traded company, we must provide several items including, but not limited to: 1) funding for outstanding loans for BBB 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 $560,000 has been completed from Company funds provided by interested shareholders.  These requirements were agreed to in order to provide initial funding for purchasing all of the assets of SG Austria.  In addition, providing funding during the interim will enable SG Austria to: 1) carry out company activities including present agreements, initiation, maintenance, and completion of ongoing work; and 2) initiate and advance the pancreatic cancer treatment IND preparation, regulatory and GMP activities in anticipation of and preparation for pancreatic cancer clinical trials.  In a combined effort to make certain the acquisition occur, management from Nuvilex and SG Austria have worked in concert and renegotiated in order to allocate initial funds received for the acquisition to cover ASPL, the pancreatic cancer funding needs, BBB loans, and advance Nuvilex operations.

In the unlikely 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 December 12, 2011 the Company has paid $780,000 toward monthly maintenance and the pancreatic cancer treatment acquisition.  The purchase still requires additional funding and a stock exchange for completion of the acquisition.  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 and as indicated above, management from Nuvilex and SG Austria have worked in concert and renegotiated the terms such that initial funds received for the acquisition will now cover the acquisition of the SG Austria assets (ASPL and BBB), the pancreatic cancer funding needs, BBB loans, and advance Nuvilex operations.  The funding provided for maintaining operations during the present period prior to and including November 30, 2011, has been and can continue to be extended through the agreement of both parties as we work toward completion of funding for Nuvilex and completion of the acquisition.

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 no longer be a going concern.

In addition, as of October 31, 2011, the Company had an accumulated deficit of $39,071,863 since inception in 2001, had incurred a net loss for the six months ended October 31, 2011 of $1,123,170, and had negative working capital of $2,914,546. Funding for continued operation has been provided by various generous 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 present operations, some of which may have to cease if sufficient funding is not acquired shortly.  Nonetheless, 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 in 2012 and beyond has been and continues to be working to stabilize its financial condition with the implementation, in agreement with SG Austria, of a long-term plan of revenue generation and monetization of technology already in-house as well as that being acquired through the acquisition of SG Austria.


As a result, the Company’s financial stability and expansion efforts include four primary components:


1.   Maintenance of the Company’s cash burn rate through monetary restraint and thoughtful and careful planning;


2.   Sale or lease of the Freedom-2 Holdings, Inc. property and completion of the Company’s plan to resolve all debts, It is worth mentioning that much of the current financial situation of the company is due to 3 primary sources:


a.   funding expenditures for the acquisition,

b.   officers salaries in stock, and

c.   accounts payable remaining from prior company operations.


3.   Ongoing execution of the Company’s revenue growth strategy, and


4.   Expansion of the Company’s effort on biotechnology to the overall goals and mission of Nuvilex.  Most important to pass on to Nuvilex investors and shareholders is that substantial effort has been expended on financial plans created by Nuvilex and SG Austria/ASPL.  Our plans will enable the complete operation of the new enlarged Nuvilex and initiate cash flow as rapidly as possible from operations and quickly move the pancreatic cancer treatment and other efforts forward, as is already being done.