SecProbe.io

February 2, 2011

Patricia Gruden
Interim Chief Executive Officer
Nuvilex, Inc.
1907 N Underwood Ct
Payson, AZ 85541

Re: Nuvilex, Inc.
Item 4.02 Form 8-K   Filed January 31, 2011
  File No. 333-68008

Dear Ms. Gruden:
 We have reviewed your filing and have the following comments.  In some of our
comments, we ask you to provide us with in formation so we may better understand your
disclosures.
 Please respond to this letter within ten business days by providing us the requested
information, amending your filing or by advi sing us when you will provide the requested
response.  If you do not believe a comment applie s to your facts and circumstances, 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 comments.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.

Item 4.02

1.  You state in your response dated January 31, 2011 that the restatement resulted from the
recommendations by the Company’s indepe ndent certified public accountants.
Therefore, please amend your filing to disclo se the date on which management was so
advised or notified and provide a brief desc ription of the information provided by your
independent accountants.  Refer to Item 4.02(b)  of Form 8-K.  Please explain why the
date of the Form 8-K is November 30, 2010.
2. The Form 8-K was not filed within 4 busine ss days of the date you were notified by your
independent accountant that any audit report or completed interim review related to
previously issued financial statements shoul d not be relied upon.   Therefore, please
confirm your understanding that this delinquency may impact your eligibility requirements for filing on Form S-3.

Patricia Gruden
Nuvilex, Inc.
February 2, 2011
Page 2

3. Please amend your filing to include an identifi cation of the financial statements and years
or periods covered that should no longer be relied upon.  You disclose that the financial
statements for April 30, 2009 have been re stated but it also appears as though the
quarterly periods ended July 31, 2009, Oct ober 31, 2009 and January 31, 2010 have also
been restated.  Please clarify in the filing.
4. Please amend your filing to include a statemen t of whether the audit committee, or the
board of directors in the absen ce of an audit committee, or au thorized officer or officers,
discussed with the independent  accountant the matters disclo sed in the filing pursuant to
Item 4.02(b).
5. Please provide your independent accountant wi th a copy of your disc losures and request
your independent accountants to provide you with a letter addressed to us stating whether
they agree with your disclosures.  Include  the independent accountant’s letter as an
exhibit when you file your next amendment.  Refer to Item 4.02(c) of Form 8-K.

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 comments, please provi de 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