SecProbe.io

March 7, 2011

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

Re: Nuvilex, Inc.
Item 4.02 Form 8-K/A   Filed March 2, 2011
  File No. 333-68008

Dear Ms. Gruden:
 We have reviewed your filing as well as your March 2, 2011 response to our February 2,
2011 letter and have the following comments.  In some of our comments, we ask you to provide
us with information 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.  Please refer to your response to comment one and your revised disclosures.  Please
revise your disclosure to clarify the name of the indepe ndent accounting firm that advised
you of the need for the restatements.  Please in clude additional disclo sure to clarify the
nature of the error in the application of the purchase method.   Please disclose a
description of the information provided by th e auditors related to the error.

2. Please clarify in your disclosure whether the restatements for the quarter ended January
31, 2010 have been filed.
3. Please obtain and file an updated Exhibit 16 letter from your independent accountant with
a specific statement added regarding whether th ey agree with the statements made by the
company in the Item 4.02 Form 8-K.  Refer to Item 4.02(c) of Form 8-K.

Patricia Gruden
Nuvilex, Inc.
March 7, 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 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