SecProbe.io

February 15, 2011

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

 Re: Nuvilex, Inc .
  Form 10-K for the Year Ended April 30, 2010
  Forms 10-Q for Fiscal Quarters Ended July 31, 2010 and October 31, 2010
 File No. 333-68008

Dear Ms. Gruden:

We have limited our review to only your fina ncial statements and related disclosures and
do not intend to expand our review to other por tions of your documents.  In our comments, we
ask you to provide us with information so we may better understa nd your disclosure.

Please respond to this letter within ten business days by amendi ng your filings, providing
the requested information or by advising us when  you will provide the requested response.  If
you do not believe a comment applies 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 the information provided, we may raise additional comments and/or
request that you amend your filing.

Form 10-K for the Year Ended April 30, 2010

Notes to Financial Statements
Note 1 – Background, Acquisition Purchase Price and Liquidity
Acquisition Purchase Price, page F-7

1. On page F-8, you reference the use of an i ndependent third-party appraisal firm. This
disclosure appears to infer that the restated amounts were taken directly from or prepared
from a report provided by a third party appraisa l firm or that management determined the
value of the restated amounts based on data in the third-party valu ation report. Please
clarify for us.  If you continue to include th is disclosure, you must  name the appraisal
firm and provide their consent in any ’33 Act f iling that includes this reference.  On the
other hand, if you prepared the purchase price allocations and in doing so considered or
relied in part upon a report of a third party appraisal firm, and the disclosure so states, or
the disclosure attributes the purchase price a llocation figures to the registrant and not the

Ms. Patricia Gruden
Nuvilex, Inc.         February 15, 2011 Page 2
 third party appraisal firm, th en there would be no requirement to comply with Rule 436
with respect to the purchase price allocati on figures. Please refer to the answer to
question 233.02 of Compliance and Disclosure Interpretations related to Securities Act
Rules that can be found on our website.

2. You present the impairment loss on fixe d assets of $3,507,621 in  2010 and $857,025 in
2009 within other income and expense.  ASC 360-10-45-4 requires the inclusion of
impairment losses for long-lived assets  in net loss from operations.

Form 10-Q for Fiscal Quarter Ended July 31, 2010

Form 10-Q for Fiscal Qu arter Ended October 31, 2010
Item 4T. Controls and procedures, page 6

3. You disclose that your principal executive officer and your principal financial officer
concluded that your disclosure  controls and procedures ne ed improvement and were not
adequately effective to cause the information required to be disclo sed in reports.  Item
307 of Regulation S-K requires you to definitively state in unqualified langua ge, if true,
that your disclosure controls and procedures  were ineffective at the end of the period
covered by your report and requires that you re ference the Exchange Act Rules 13a-15(e)
and 15d-15(e) in your disclosure.

 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 all 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.

You may contact Ibolya Igna t, Staff Accountant at (202)  551-3656, or Gus Rodriguez,
Branch Chief, at (202) 551-3752 if you have questi ons regarding these comments.  In this regard,
do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant