SecProbe.io

February 21, 2012

Via E-mail
Robert F. Ryan
President and Chief Executive Officer
Nuvilex, Inc.
12510 Prosperity Drive, Suite #310 Silver Spring, MD 20904

Re: Nuvilex, Inc.
Item 4.01 Form 8-K   Filed February 15, 2012
  File No. 333-68008

Dear Mr. Ryan:
 We have reviewed your filing and have the following comments.
  Please respond to this letter within five business days by providing us the requested
information and amending your filing or by advi sing us when you will provide the requested
response.  If you do not believe the comments appl y 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 response to our comments.

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

Item 4.01

1. Please amend the report to state whether the former accountant resigned, declined to
stand for re-election or was dismissed as requ ired by Item 304(a)(1)(i)  of Regulation S-K.
It is not sufficient to state that the company “determined to change the present independent auditors”.

2. Please revise the second paragraph of your filing to state whethe r during the two most
recent fiscal years and any subsequent interi m period preceding dismissal there were any
disagreements with the former accountant.  You should specify the subsequent interim period as the interim period through the date of dismissal which was February 9, 2012.  Your current disclosure onl y goes through February 1, 2012.

3. Item 304(a)(1)(ii) of Regulati on S-K requires a statement wh ether the accountant's report
on the financial statements for either of the past two years containe d an adverse opinion
or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or

Robert Ryan
Nuvilex, Inc.
February 21, 2012
Page 2

 accounting principles; and a description of th e nature of each such adverse opinion,
disclaimer of opinion, modifica tion or qualification.  This w ould include disclosure of
uncertainty regarding the ability to continue as  a going concern in the accountant’s report.
It appears M&K CPAS disclosed an uncertainty  regarding your ability to continue as a
going concern in your Form 10-Ks for the fi scal years ended April 30, 2011 and April 30,
2010. Please revise your disclosure to provide  a description of the nature of their
conclusion.

4. Please revise the third paragraph of your filing to specify the subsequent interim period as
the interim period thro ugh the date of engagement which was February 10, 2012. Your
current disclosure only go es through February 9, 2012.

5. To the extent that you make changes to th e Form 8-K to comply with our comments,
please obtain and file an upda ted Exhibit 16 letter from th e former accountant stating
whether the accountant agrees with the stat ements made in your revised 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 Vanessa Robertson, Staff Account ant, at (202) 551-
3649.
Sincerely,
  /s/ Joel Parker
        J o e l  P a r k e r          A c c o u n t i n g  B r a n c h  C h i e f