SecProbe.io

January 20, 2011

Patricia Gruden
Interim Chief Executive Officer
Nuvilex, Inc.
7702 E. Doubletree Ranch Rd, Suite 300
Scottsdale, AZ 85258

Re: Nuvilex, Inc.
Item 4.02 Form 8-K/A   Filed January 14, 2011
  File No. 333-68008

Dear Ms. Gruden:
 We have reviewed your filing and have the following comment.  In our comment we ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not believe our comment applies to your facts and ci rcumstances or do not believe an amendment is
appropriate, please tell us why in your response.  Please furnish us a letter on EDGAR under the
form type label CORRESP that keys  your responses to our comment.
 After reviewing any amendment to your filing and the information you provide in
response to this comment, we may have additional comments.

Item 4.02

1. We note that your 10-K for the fiscal year  ended April 30, 2010 in cludes a restatement
footnote.  Please explain to us why you did not  include information about this restatement
in your Item 4.02 Form 8-K. Please note that Item 4.02 requires a company to file a Form
8-K if and when its board of directors, a committee of the board of directors, or an
authorized officer or officers if board action is no t required, concludes that any of the
company’s previously issued financial statem ents covering one or more years or interim
periods no longer should be relied upon because of  an error in such financial statements.
The Form 8-K is required to be filed with in 4 business days based on the date such
conclusion is made by the board of director s. Please clarify whether you identified the
errors or your independent accountants advi sed you about the errors  to the previously
issued financial statements. If you were advised by or received notice from your
independent accountants about the need to ta ke action to prevent future reliance on the
previously issued audit repor t and completed interim review s, disclose and provide the
information required by the Instructions to Form 8-K, Items 4.02(b) and 4.02(c.)

Patricia Gruden
Nuvilex, Inc.
January 20, 2011
Page 2

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comment, please provide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
• the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.
  If you have any questions, please call me at (202) 551-3649.

Sincerely,

        V a n e s s a  R o b e r t s o n          S t a f f  A c c o u n t a n t