SecProbe.io

CORRESP
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 PharmaCyte Biotech, Inc.

 3960 Howard Hughes Parkway, Suite 500

 Las Vegas, NV 89169

 September 24, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Jimmy McNamara

 Re:
 PharmaCyte Biotech, Inc.

 Registration Statement on Form S-3

 Filed September 17, 2025

 File No. 333-290311 (the "Registration
Statement")

 Acceleration Request

 Ladies and Gentlemen:

 In accordance with Rule 461 of Regulation C promulgated
under the Securities Act of 1933, as amended, PharmaCyte Biotech, Inc. (the "Registrant") hereby respectfully requests that
the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, September
26, 2025, at 4:00 p.m., Eastern Time, or as soon as thereafter practicable.

 The cooperation of the staff in meeting the timetable
described above is very much appreciated.

 Please contact Kenneth R. Koch of Mintz, Levin,
Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6768 with any questions regarding this request.

 Very truly yours,

 PHARMACYTE BIOTECH, INC.

 /s/ Joshua N. Silverman

 Joshua N. Silverman

 Chief Executive Officer, President and Chairman of the Board

 cc:
 Mintz, Levin. Cohn. Ferris. Glovsky and Popeo. P.C

 Kenneth R. Koch, Esq.

 Daniel A. Bagliebter, Esq.

 Jeffrey D. Cohan, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 23, 2025

Carlos Trujillo
Chief Financial Officer
PharmaCyte Biotech, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169

 Re: PharmaCyte Biotech, Inc.
 Registration Statement on Form S-3
 Filed September 17, 2025
 File No. 333-290311
Dear Carlos Trujillo:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jimmy McNamara at 202-551-7349 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Kenneth Koch
</TEXT>
</DOCUMENT>

CORRESP
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PharmaCyte
Biotech, Inc.

3960 Howard Hughes Parkway, Suite 500

Las Vegas, NV 89169

September 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

  Attention:
  Doris Stacey Gama and Joe McCann

  Re:
  PharmaCyte Biotech, Inc.

  Registration Statement on Form S-3

  Filed September 12, 2023

  File No. 	333-272569 (the “Registration Statement”)

  Acceleration Request

Ladies and Gentlemen:

In accordance with Rule 461 of Regulation C promulgated under the Securities
Act of 1933, as amended, PharmaCyte Biotech, Inc. (the “Registrant”) hereby respectfully requests that the Securities and
Exchange Commission accelerate the effective date of the above-referenced Registration Statement to Friday, September 29, 2023, at 4:01
p.m., Eastern Time, or as soon as thereafter practicable.

The cooperation of the staff in meeting the timetable described above
is very much appreciated.

Please contact Daniel A. Bagliebter of Mintz, Levin, Cohn, Ferris,
Glovsky and Popeo, P.C., counsel to the Registrant, at (212) 692-6856 with any questions regarding this request.

  Very truly yours,

  PHARMACYTE BIOTECH, INC.

  /s/ Joshua N. Silverman

  Joshua N. Silverman

  Interim Chief Executive Officer and Interim President

  cc:	Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

  Kenneth R. Koch, Esq.

  Daniel A. Bagliebter, Esq.

CORRESP
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August 4, 2023

FILED VIA EDGAR

Ms. Doris Stacey Gama

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PharmaCyte Biotech, Inc.

    Registration Statement on Form S-3

    Filed June 9, 2023

    File No. 333-272569

Dear Ms. Gama:

On behalf of our client, PharmaCyte
Biotech, Inc., a Nevada corporation (the “Company”), we are submitting this letter in response to the written comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), delivered on June 26, 2023
to the Company, regarding the Company’s Registration Statement on Form S-3 (File No. 333-272569) (the “Form S-3”), as
filed with the SEC on June 9, 2023.

The Company respectfully submits
the following responses with respect to the comments contained in the June 26, 2023 letter. For ease of reference, the Staff’s comments
are set forth in italic type immediately before the corresponding response submitted by the Company.

Registration Statement on Form S-3

Prospectus Summary

Private Placement of Preferred Shares and Warrants,
page 1

 1. We refer to your May 9, 2023 securities purchase agreement relating to the sale of preferred shares
and warrants. Please provide additional disclosure regarding the impacts that future share conversions and warrant exercises could
have in terms of dilution, corporate control, and downward pressure on your stock price. In this regard, we note that you are
registering for resale 100 million shares of common stock which is approximately six times the number of common shares presently outstanding
as disclosed on page 8 (16.8 million shares).  Also discuss, if material, the impact that mandatory monthly redemptions
of the preferred stock could have on your cash flow and liquidity.

Response: The Company respectfully acknowledges the Staff’s
comment and advises the Staff that it has revised the Form S-3 on pages 2, 3 and 5 to expand disclosure regarding the impacts that future
share conversions and warrant exercises could have in terms of dilution and downward pressure on the Company’s stock price.

The Company does not believe such conversions and exercises will have
an impact on corporate control. When structuring the offering, the Company included “blocker” provisions in the preferred
shares and warrants such that they cannot be converted or exercised, as applicable, to the extent that the holder would then beneficially
own a number of shares of its common stock which would exceed 4.99% (or, at the election of each holder, 9.99%) of the outstanding shares
of the Company.

      1

Finally, the Company does not expect that the mandatory monthly installment
payments (which may take the form of cash redemptions, share conversions, or a combination of the two, subject to certain conditions)
of the preferred stock will have a material impact on its cash flow and liquidity. Immediately following the tender offer, the Company
had a cash position of approximately $74 million, combined with minimal cash burn. The Company has the option, in its sole discretion,
to make the monthly installment payments in cash instead of in shares, and, as of the date hereof, the Company has enough cash to pay
the loan back in full and intends to make the monthly installments in cash to the extent that it believes its share price to be too low
to justify installment conversions. However, as time passes and depending on how the Company conserves its cash in the future, it may
revisit this approach. Regardless, the Company is confident that it has sufficiently adequate cash reserves to fund all exercises and
conversions pursuant to the warrants and preferred shares, respectively.

The Offering

Shares of Common Stock that May be Offered
by the Selling Stockholders, page 3

 2. Your disclosure indicates that at an upcoming special meeting of stockholders you will seek stockholder
approval for an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of common
stock. We also note that the definitive proxy statement pertaining to your upcoming special meeting does not include a proposal calling
for authorization of additional shares. Please revise or advise to clarify whether and, if so, when you will seek stockholder
approval to increase the total number of authorized shares. Also, tell us whether you have sufficient authorized shares available to issue
the 100 million common shares covered by this registration statement. In this regard, we note the disclosure on page 3 indicating that
you plan to file an amendment to this registration statement.

Response:

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it plans to hold a special meeting of its stockholders to, among other matters, seek stockholder approval for (i)
the issuance, for purposes of complying with Nasdaq Listing Rule 5635(d), of shares of the Company’s common stock underlying certain
securities issued by the Company pursuant to the terms of the Purchase Agreement in an amount equal to or in excess of 20% of the Company’s
common stock outstanding before the issuance of such securities (the “Issuance Proposal”) and (ii) an amendment to the Company’s
Articles of Incorporation to increase the total number of authorized shares of common stock (the “Authorized Share Proposal”).
The Company filed a new definitive proxy statement on July 31, 2023 with disclosure relating to each of the Issuance Proposal and the
Authorized Share Proposal. The Company has added disclosure referencing the planned filing of an amendment to the Form S-3 on pages 3,
4, 5, 8 and 9.

Selling Stockholders, page 7

 3. We note that your tender offer to purchase up to 7,750,000 shares was set to expire on June 9, 2023.
Please update your prospectus, where appropriate, to reflect changes resulting from the tender offer including, without limitation, changes
to your capitalization and the holdings of the selling stockholders.

Response:

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that (i) it has added a new section on page 11 of the Form S-3 to disclose changes to the Company’s capitalization
as a result of the tender offer, (ii) it has updated the date of the beneficial ownership table on page 8 of the Form S-3 to be as of
July 24, 2023, thus giving effect to any participation by the selling stockholders in the tender offer, and (iii) it has added disclosure
on page 8 of the Form S-3 noting that to the extent the Company purchased any of a selling stockholder’s shares of in the tender
offer, the table gives effect to such purchase.

      2

General

 4. We note that your definitive proxy statement filed on June 5, 2023 indicates that in accordance with
Nasdaq Listing Rule 5635(d) you are seeking shareholder approval for the issuance of 20% or more of your common stock. Accordingly,
please revise this registration statement to limit the resale offering to the 19.99% threshold until such time as your shareholders approve the
issuance of 20% or more.

Response:

The Company respectfully acknowledges the Staff’s comment and
advises the Staff that it has revised the Form S-3 on pages 4, 8 and 9 to indicate that the resale offering is limited to a 19.99% threshold
until such time as the Company’s shareholders approve the issuance of 20% or more.

*                *                *

We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Kenneth R. Koch of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 692-6768.

    Sincerely,

    /s/ Joshua N. Silverman

    Joshua N. Silverman
Interim Chairman, Interim Chief
Executive Officer and Interim President

    cc:	Kenneth R. Koch, KRKoch@mintz.com

      3

United States securities and exchange commission logo
June 26, 2023
Joshua Silverman
Interim Chief Executive Officer and Interim President
PharmaCyte Biotech, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:PharmaCyte Biotech, Inc.
Registration Statement on Form S-3
Filed June 9, 2023
File No. 333-272569
Dear Joshua Silverman:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
Private Placement of Preferred Shares and Warrants, page 1
1.We refer to your May 9, 2023 securities purchase agreement relating to the sale of
preferred shares and warrants. Please provide additional disclosure regarding the impacts
that future share conversions and warrant exercises could have in terms of dilution,
corporate control, and downward pressure on your stock price. In this regard, we note that
you are registering for resale 100 million shares of common stock which is approximately
six times the number of common shares presently outstanding as disclosed on page 8 (16.8
million shares).  Also discuss, if material, the impact that mandatory monthly redemptions
of the preferred stock could have on your cash flow and liquidity.

 FirstName LastNameJoshua Silverman
 Comapany NamePharmaCyte Biotech, Inc.
 June 26, 2023 Page 2
 FirstName LastName
Joshua Silverman
PharmaCyte Biotech, Inc.
June 26, 2023
Page 2
The Offering
Shares of Common Stock that May be Offered by the Selling Stockholders, page 3
2.Your disclosure indicates that at an upcoming special meeting of stockholders you will
seek stockholder approval for an amendment to the Company's Articles of Incorporation
to increase the total number of authorized shares of common stock. We also note that the
definitive proxy statement pertaining to your upcoming special meeting does not include a
proposal calling for authorization of additional shares. Please revise or advise to clarify
whether and, if so, when you will seek stockholder approval to increase the total number
of authorized shares. Also, tell us whether you have sufficient authorized shares available
to issue the 100 million common shares covered by this registration statement. In this
regard, we note the disclosure on page 3 indicating that you plan to file an amendment to
this registration statement.
Selling Stockholders, page 7
3.We note that your tender offer to purchase up to 7,750,000 shares was set to expire
on June 9, 2023. Please update your prospectus, where appropriate, to reflect changes
resulting from the tender offer including, without limitation, changes to your capitalization
and the holdings of the selling stockholders.
General
4.We note that your definitive proxy statement filed on June 5, 2023 indicates that in
accordance with Nasdaq Listing Rule 5635(d) you are seeking shareholder approval for
the issuance of 20% or more of your common stock. Accordingly, please revise this
registration statement to limit the resale offering to the 19.99% threshold until such time
as your shareholders approve the issuance of 20% or more.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement. You may contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-
6262 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Kenneth R. Koch, Esq.

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June 5, 2023

FILED VIA EDGAR

Mr. Michael Killoy

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: PharmaCyte Biotech, Inc.

    Schedule TO-I

    Filed May 11, 2023

    File No. 005-91495

Dear Mr. Killoy:

On behalf of our client, PharmaCyte
Biotech, Inc., a Nevada corporation (the “Company”), we are submitting this letter in response to the telephonic comment (the
“Telephonic Comment”) of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”),
delivered on May 31, 2023 to Mr. Kenneth Koch, the Company’s counsel, regarding the Company’s Schedule TO-I (File No. 005-91495)
(the “Schedule TO”), as filed with the SEC on May 11, 2023.

The Company respectfully submits
the following response with respect to the Telephonic Comment. Because the Telephonic Comment was a reissuance of the Staff’s prior
comment contained in its comment letter dated May 19, 2023, this reissued comment is set forth in italic type immediately before the corresponding
response submitted by the Company.

Schedule TO, filed May 11, 2023

Cover Page

 1. We note that the Offer is for up to 7,750,000 Shares, which, if fully tendered, would comprise 46%
of the currently outstanding Shares.  We also note that the Company may increase the number of Shares by no more than 2% of the outstanding
Shares without extending the offer, and therefore the Offer would comprise 48% of the currently outstanding Shares.  We also note
the disclosure that the Board has authorized the Company to repurchase up to $20 million shares through May 30, 2024, and has approximately
$6.5 million remaining on such repurchase plan. Please provide an analysis as to why the offer should not be deemed the first step in
a going private transaction under Exchange Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth in General
Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange Act Release No. 34-17719.

Response:

Whether a transaction is part of a series of transactions
constituting an integrated Rule 13e-3 transaction is based on the “particular facts and circumstances of each situation.”
See Question and Answer No. 4 of SEC Release No. 34-17719 (“SEC Q&A No. 4”). The Offer was not the first step in a going
private transaction for the reasons set forth below.

We affirm that the Company did not commence the
Offer for the purpose of taking the Company private, nor did it entertain any plans, proposals or negotiations relating to any other transactions
that could produce the effects described in Rule 13e-3(a)(3)(ii) (the “Effects”). As previously noted, the purpose of the
tender offer was to provide investors with an opportunity for liquidity in light of the uncertain status of the Company’s main research
programs and the direction the Company might take in the future. Further, the Company has a favorable cash position and believed the Offer
would be a prudent use of its resources.

      1

Further evidence that the Offer was not intended
to result in a going private transaction is that immediately prior to commencing the Offer, the Company completed a $35 million financing
in which it issued (i) warrants to purchase common stock and (ii) preferred stock that is convertible into common stock and is expected
to result in the issuance of additional shares of common stock through amortization and dividend payments, thus adding to the public float.
In connection with this financing, the Company made a number of commitments to investors regarding its continued Exchange Act registration
and listing on the Nasdaq Capital Market (“Nasdaq”), as set forth in the documents listed below, each of which was filed with
the Company’s Current Report on Form 8-K filed on May 11, 2023:

 · Registration Rights Agreement: A “Maintenance Failure” would occur if the Company’s
common stock were suspended or delisted from Nasdaq or if the prospectus became unavailable for any reason, forcing the Company to pay
cash to investors. Further, the Company covenanted to use its best efforts to comply with all applicable rules and regulations of the
SEC and undertook to continue making timely reports under the Exchange Act.

 · Purchase Agreement: A Nasdaq delisting or loss of Exchange Act registration would qualify as a
“Material Adverse Effect” pursuant to this agreement. Further, the Company covenanted not to “take any action which
could be reasonably expected to result in the delisting or suspension of the Common Stock on [Nasdaq].”

 · Warrants: The Company covenanted not to “terminate its status as an issuer required to file
reports under the 1934 Act” or “take any action which could be reasonably expected to result in the delisting or suspension
of the Common Stock on [Nasdaq].”

 · Certificate of Designations: If delisting or suspension by Nasdaq is even threatened, an “Equity
Conditions Failure” occurs, limiting the Company’s options for making installment payments and in some cases forcing the Company
to pay installments at a premium. Further, the occurrence of a “Material Adverse Effect” pursuant to the Purchase agreement
constitutes a “Triggering Event” under the Certificate of Designations if it persists for seven trading days, and such Triggering
Event would trigger investor redemption rights.

The Company would not have committed to issuing
additional shares of common stock nor made these covenants to investors if it had any concerns regarding the impact of the planned Offer
(which was commenced one day following the closing of the financing) on the Company’s Nasdaq listing or Exchange Act registration.
Furthermore, the Company’s Board of Directors has not recommended, nor is the Company or any agent of the Company soliciting tenders
for the Offer. We note that as of June 2, 2023, only 777,873 shares of common stock, representing 4.63% percent of the outstanding common
stock as of such date (without giving effect to shares underlying the recently issued preferred stock and warrants), had been tendered.

SEC Q&A No. 4 states, “In the absence
of a purpose of producing or facilitating the production of any of the specified effects, the determination of whether a transaction or
series of transactions is likely to produce any of such effects must take into account past, current and planned transactions by the issuer,
its affiliates and others, as well as other factors which may contribute to the production of such effects.” We do not believe there
are any past, current or planned transactions that would be likely to produce the Effects. We will take each Effect in turn.

      2

First Effect

The first Effect contemplated by Rule 13e-3(a)(3)(ii)
is causing any class of equity securities of the Company to become eligible for termination of registration under Rule 12g–4 or
Rule 12h–6, causing the reporting obligations with respect to such class to become eligible for termination under Rule 12h–6,
or suspension under Rule 12h–3 or Section 15(d).

Pursuant to Rule 12g-4, a class of securities
is eligible for termination if the class of securities is held of record by fewer than 500 persons. As noted in the Company’s most
recent Annual Report on Form 10-K, there were approximately 1,400 holders of record. Accordingly, even if the Offer is fully subscribed,
given the proration and conditional tender provisions applicable to the Offer, we would not expect a significant reduction in the number
of stockholders. We have no reason to believe that the number of holders will fall below 500 as a result of the Offer or any other transactions.

Rule 12h-6 is inapplicable since the Company is
not a foreign private issuer.

Rule 12h–3 is also inapplicable here. Rule
12h-3(c) states that the section is not available for any class of securities if a registration statement relating to such class was declared
effective in the same fiscal year, or, for companies subject to Rule 12h-3(b)(1)(ii), like the Company, the two subsequent fiscal years.
Because the Company’s Registration Statement on Form S-3 (File No. 333-260849) was declared effective by the SEC on November 17,
2021, which is during the Company’s fiscal year ended April 30, 2022, Rule 12h–3 will not be available to the Company until
April 30, 2024.

Section 15(d) provides that the duty to file reports
under Section 15(d) will be automatically suspended (i) if and so long as any class of securities of the issuer is registered under Section
12 of the Exchange Act; or (ii) on the first day of any fiscal year, other than the fiscal year in which a Securities Act registration
statement became effective, in which the company has fewer than 300 holders of record. The Company has already registered its common stock,
which is the subject security of the Offer, under Section 12 of the Exchange Act, and so the Offer would not have any likelihood of impacting
this registration. Moreover, as noted above, the Company has no reason to believe its total number of stockholders of record will fall
below 500.

Second Effect

The second Effect contemplated by Rule 13e-3(a)(3)(ii)
is causing any class of equity securities of the issuer which is either listed on a national securities exchange or authorized to be quoted
in an inter-dealer quotation system of a registered national securities association to be neither listed on any national securities exchange
nor authorized to be quoted on an inter-dealer quotation system of any registered national securities association. If the Company does
not comply with the continued listing requirements of Nasdaq, it would be at risk of delisting and thus producing this second Effect.
However, the Company is firmly in compliance with the continued listing standards, and we do not have any reason to believe that the Offer
would jeopardize this listing. As noted above, the Company is committed to maintaining the required number of public holders.

Going Forward

The Company has authorized us to advise the Staff
that it will, under no circumstances, proceed with purchases under its repurchase program if such purchases would jeopardize either the
continued listing of the Company’s common stock on Nasdaq or the Company’s registration under the Exchange Act.

*                      *                      *

      3

We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Kenneth R. Koch of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 692-6768.

  Sincerely,

  /s/ Joshua N. Silverman

  Joshua N. Silverman

  Interim Chairman, Interim Chief Executive Officer and Interim President

  cc:	Kenneth R. Koch, KRKoch@mintz.com

      4

CORRESP
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May 30, 2023

FILED VIA EDGAR

Mr. Michael Killoy

Division of Corporation Finance

Office of Mergers & Acquisitions

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

  Re:
  PharmaCyte Biotech, Inc.

  Schedule TO-I

  Filed May 11, 2023

  File No. 005-91495

Dear Mr. Killoy:

On behalf of our client, PharmaCyte
Biotech, Inc., a Nevada corporation (the “Company”), we are submitting this letter in response to the written comment of the
staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”), as contained in your comment letter
dated May 19, 2023 to the Company regarding the Company’s Schedule TO-I (File No. 005-91495) (the “Schedule TO”), as
filed with the SEC on May 11, 2023.

The Company respectfully submits
the following response with respect to the comment contained in the May 19, 2023 letter. For ease of reference, the Staff’s comment
is set forth in italic type immediately before the corresponding response submitted by the Company.

Schedule TO, filed May 11, 2023

Cover Page

 1. We note that the Offer is for up to 7,750,000 Shares, which, if fully tendered, would comprise 46%
of the currently outstanding Shares.  We also note that the Company may increase the number of Shares by no more than 2% of the outstanding
Shares without extending the offer, and therefore the Offer would comprise 48% of the currently outstanding Shares.  We also note
the disclosure that the Board has authorized the Company to repurchase up to $20 million shares through May 30, 2024, and has approximately
$6.5 million remaining on such repurchase plan. Please provide an analysis as to why the offer should not be deemed the first step in
a going private transaction under Exchange Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth in General
Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange Act Release No. 34-17719.

As set forth more fully in
the Schedule TO and related documents, the Company is conducting the tender to provide investors with an opportunity for liquidity in
light of the uncertain status of its main research programs and the direction it might take in the future. The Board of Directors has
not made any kind of recommendation that stockholders should tender and the Company is not soliciting any such tenders.

With over 1,400 holders and
substantial net worth, our analysis of the tender was that even in the unlikely event it was fully subscribed, it would not endanger the
Company's listing on Nasdaq. However, we understand the Staff's concern with respect to the Buyback program and, accordingly, the Company
has authorized us to advise the Staff that it will, under no circumstances, proceed with purchases under its Buyback program if such purchases
would jeopardize the continued listing of the Company's common stock on Nasdaq.

*               *               *

We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Kenneth R. Koch of
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. at (212) 692-6768.

  Sincerely,

  /s/ Joshua N. Silverman

  Joshua N. Silverman

  Interim Chairman, Interim Chief Executive Officer and Interim President

  cc:	Kenneth R. Koch, KRKoch@mintz.com

United States securities and exchange commission logo
May 19, 2023
Joshua Silverman
Interim Chief Executive Officer
PharmaCyte Biotech, Inc.
3960 Howard Hughes Parkway, Suite 500
Las Vegas, NV 89169
Re:PharmaCyte Biotech, Inc.
Schedule TO-I
Filed May 11, 2023
File No. 005-91495
Dear Joshua Silverman:
            We have reviewed your filing and have the following comment. In our comment, we may
ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Schedule TO-I filed May 11, 2023
General
1.We note that the Offer is for up to 7,750,000 Shares, which, if fully tendered, would
comprise 46% of the currently outstanding Shares.  We also note that the Company may
increase the the number of Shares by no more than 2% of the outstanding Shares without
extending the offer, and therefore the Offer would comprise 48% of the currently
outstanding Shares.  We also note the disclosure that the Board has authorized the
Company to repurchase up to $20 million shares through May 30, 2024, and has
approximately $6.5 million remaining on such repurchase plan. Please provide an analysis
as to why the offer should not be deemed the first step in a going private transaction under
Exchange Act Rule 13e-3 that required the filing of a Schedule 13E-3 at the time set forth
in General Instruction D. For guidance, see Rule 13e-3(a)(3)(ii) and Q&A #4 of Exchange
Act Release No. 34-17719.

 FirstName LastNameJoshua Silverman
 Comapany NamePharmaCyte Biotech, Inc.
 May 19, 2023 Page 2
 FirstName LastName
Joshua Silverman
PharmaCyte Biotech, Inc.
May 19, 2023
Page 2
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please direct any questions to Michael Killoy at (202) 551-7576 or Perry Hindin at (202)
551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:       Kenneth Koch, Esq.

CORRESP
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PharmaCyte Biotech, Inc.

3960 Howard Hughes Parkway

Suite 500

Las Vegas, NV 89169

November 15, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549-3720

Attention: Gary Guttenberg

    Re:
    PharmaCyte Biotech, Inc.

Registration Statement on Form S-3

Filed November 8, 2021

File No. 333-260849

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, PharmaCyte Biotech, Inc. (the “Company”) hereby requests that the effective date of the
Company’s Registration Statement on Form S-3 (File No. 333-260849) (the “Registration Statement”) be
accelerated so that the Company’s Registration Statement will become effective on Wednesday, November 17, 2021 at 5:30
p.m. (Eastern Time), or as soon thereafter as practicable.

Please feel free to direct any questions or comments
concerning this request to Merrill M. Kraines, Esq. of Troutman Pepper Hamilton Sanders LLP at (212) 808-2711.

The Company understands that the staff of the United
States Securities and Exchange Commission will consider this request as confirmation by the Company that it is aware of its responsibilities
under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement.

PHARMACYTE BIOTECH, INC.

By: /s/ Kenneth L. Waggoner                        

Name:  Kenneth L. Waggoner

Title:    Chief Executive Officer

cc: Merrill M. Kraines, Troutman Pepper Hamilton Sanders LLP

United States securities and exchange commission logo
November 15, 2021
Kenneth L. Waggoner
Chief Executive Officer
PharmaCyte Biotech, Inc.
3960 Howard Hughes Parkway
Suite 500
Las Vegas, NV 89169
Re:PharmaCyte Biotech, Inc.
Registration Statement on Form S-3
Filed November 8, 2021
File No. 333-260849
Dear Mr. Waggoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gary Guttenberg at (202) 551-6477 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Merrill Kraines

CORRESP
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PharmaCyte Biotech, Inc.

23046 Avenida de la Carlota,

Suite 600,

Laguna Hills, CA 92653

April 12, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Alan Campbell

Re:  PharmaCyte Biotech, Inc.

Registration Statement on Form S-3

Filed April 5, 2021

File No. 333-255044

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, PharmaCyte Biotech, Inc. (the “Company”) hereby requests that the effective date of the Company’s
Registration Statement on Form S-3 (File No. 333-255044) (the “Registration Statement”) be accelerated so that the
Company’s Registration Statement will become effective at 5:00 PM, eastern time, on April 14, 2021, or as soon as practicable thereafter.

In connection with this request, we acknowledge to
the Securities and Exchange Commission (the “Commission”) that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve
the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

Please feel free to direct any questions or comments
concerning this request to Merrill M. Kraines, Esq. of Troutman Pepper Hamilton Sanders LLP at (212) 808-2711.

pharmacyte biotech,
Inc.

By: /s/ Kenneth L. Waggoner             

Name: 	Kenneth L. Waggoner

Title: 	Chief
Executive Officer

United States securities and exchange commission logo
April 9, 2021
Kenneth L. Waggoner
Chief Executive Officer
PharmaCyte Biotech, Inc.
23046 Avenida de la Carlota, Suite 600
Laguna Hills, CA 92653
Re:PharmaCyte Biotech, Inc.
Registration Statement on Form S-3
Filed April 5, 2021
File No. 333-255044
Dear Mr. Waggoner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Merrill M. Kraines, Esq.

September 19, 2017
Kenneth L. Waggoner
Chief Executive Officer
PharmaCyte Biotech, Inc.
23046 Avenida de la Carlota
Suite 600
Laguna Hills, CA 92653
PharmaCyte Biotech, Inc.
Registration Statement on Form S-3
Filed September 13, 2017
File No. 333-220441Re:
Dear Mr. Waggoner:
This is to advise you that we have not reviewed and will not review your registration
statement.
Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Merrill Kraines, Esq.

CORRESP
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PharmaCyte Biotech, Inc.

23046 Avenida de la Carlota, Suite 600

Laguna Hills, CA 92653

September 26, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christine Westbrook

Re:       PharmaCyte
Biotech, Inc.

Registration Statement on Form S-3

Filed September 13, 2017

File No. 333-220441

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, PharmaCyte Biotech, Inc. (the “Company”) hereby requests that the effective date of
the Company’s Registration Statement on Form S-3 (File No. 333-220441) (the “Registration Statement”)
be accelerated so that the Company’s Registration Statement will become effective at 9:00 AM, eastern time, on September
28, 2017, or as soon as thereafter as is practicable.

In connection with this request, we acknowledge
to the Securities and Exchange Commission (the “Commission”) that:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please feel free to direct any questions or
comments concerning this request to Merrill M. Kraines, Esq. of Pepper Hamilton LLP at (212) 808-2711.

PHARMACYTE
BIOTECH, Inc.

By: /s/ Kenneth L. Waggoner

Name: 	Kenneth L. Waggoner

Title:
Chief Executive Officer

Mail Stop 4720

March 3 , 2016

Via E -mail
Mr. Kenneth Waggoner
Chief Executive Officer, Chairman of the Board and Director
PharmaCyte Biotech, Inc.
12510 Prosperity Drive, Suite 310
Silver Spring, MD   20904

Re: PharmaCyte Biotech, Inc.
Form 10 -K for the Fiscal Year Ended April 30, 2015
Filed  July 29, 2015 and amended on January 19, 2016  and March 2, 2016
File No. 333-68008

Dear Mr. Waggoner :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiat ed by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Sec urities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Sharon Blume

Sharon Blume
Accounting Branch Chief
Office of Healthcare and Insurance

CORRESP
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VIA EDGAR AND OVERNIGHT MAIL

February 2, 2016

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E., Mail Stop 4720

Washington, DC 20549

    Attention:
    Jim B. Rosenberg, Senior Assistant Chief Accountant,

Office of Healthcare and Insurance

    Re:
    PharmaCyte Biotech, Inc.

Form 10-K for the Fiscal Year Ended April 30, 2015

Filed July 29, 2015 and amended on January 19, 2016

File No. 333-68008

Dear Mr. Rosenberg:

This letter (“Response Letter”)
is in response to comments received from the staff (“Staff”) of the U.S. Securities and Exchange Commission (“Commission”)
by letter dated January 28, 2016 (“Comment Letter”), relating to the Form 10-K for the fiscal year ended April 30,
2015 of PharmaCyte Biotech, Inc. (“Company”) filed July 29, 2015 and amended by Amendment No. 1 on Form 10-K/A and
Amendment No. 2 on Form 10-K/A, in each case, filed January 19, 2016 (“Annual Report”), and the Company’s related
Current Report on Form 8-K dated December 30, 2015 (“Form 8-K”).

For your convenience, the Company’s
responses are set forth below, with the headings and numbered items of the Response Letter corresponding to the headings and numbered
items contained in the Comment Letter. Each of the comments from the Comment Letter is restated in bold and italics prior to the
Company’s response. All page number references in the Response Letter are to page numbers in the Annual Report.

Form 10-K/A for the Fiscal Year Ended April
30, 2015

Report of Independent Registered Public Accounting Firm,
page F-2

 1. Please have Farber Hass Hurley LLP revise its report to add an explanatory paragraph regarding the restatements. Refer
to AS 508.11.d and 508.18A. Furthermore, have the audit report date revised to include a reference to all material changes in the
financial statements (i.e. Notes 7, 9, and 14). Refer to AS 530.

Response to Question No. 1 of the Comment Letter:

The audit report has been revised with the
added explanatory paragraph regarding the restatements, including reference to Notes 1A, 2, 3, 7, 9, 13, 14 and 15. A copy of the
revised audit report is attached. We intend to file such audit report as part of Amendment No. 3 on Form 10-K/A.

Note 1A – Restatement and Revision of Previously Reported
Consolidated Financial Statements, page F-9

 2. You disclose that the Consultant Agreement, issuance of shares of common stock to the consultant pursuant to the Consultant
Agreement, issuance of certain warrants to purchase common stock with a cash exercise feature and the cashless warrants to the
consultant should have been recorded as prepaid assets and amortized over the term of the Consultant Agreement. Please tell us,
citing the relevant accounting guidance, how you determined these items should be classified as prepaid assets and not as expenses.
In addition, tell us how you determined the amounts recorded and specify the term over which they will be amortized.

Response to Question No. 2 of the Comment
Letter:

On March 23, 2015 (“Effective
Date”), the Company entered into a Consulting Agreement (“Agreement”). The terms of the Agreement required the
Company to issue five million shares of the Company’s restricted common stock (“Engagement Stock”), five million
cash warrants with a cash exercise feature (“Cash Warrants”) and ten million warrants with a cashless exercise feature
(“Cashless Warrants”) (“Cash Warrants” and “Cashless Warrants” are collectively referred to
herein as “Warrants”). The closing price of the Company’s stock on the Effective Date was $0.1025 per share.
The exercise price of the Warrants was $0.11.

The Cash Warrants were
exercisable on or before December 31, 2015. The Cashless Warrants are exercisable during a period of five years from the Effective
Date.

In accordance with
Accounting Standards Codification (“ASC”) 505-50-25-6, the Company determined that the appropriate treatment of the
Engagement Stock, the Cash Warrants and the Cashless Warrants was to record them as prepaid assets and amortize them over the term
of the Agreement. Under ASC 505-50-25-6, the Company determined that the expense for the services should not be recognized before
they are received. The term of the Consulting Agreement was for a period of nine months. As of the Effective Date (date of issuance
of the Engagement Stock and Warrants), no services had yet been performed. Accordingly, the Company concluded that the amortization
of the prepaid asset resulted in a consulting expense that should be recorded in the periods in which the services were received.

The value of the Engagement
Stock was $512,500. In accordance with the term of the Agreement, the Company recorded a prepaid asset of $512,500. The amount
of the amortization from the Effective Date through April 30, 2015 resulted in a consulting expense in the amount of $68,816. At
April 30, 2015, the prepaid asset was $443,684.

In addition to the
Engagement Stock, the Agreement called for the issuance of the Cash Warrants and the Cashless Warrants. The Black-Scholes option
pricing model was used to determine the Warrant value based on the terms of the Warrants, the stock price ($0.1025), the exercise
price ($0.11), the calculated expected volatility, discount rate and no expected dividend yield. Based upon the Company’s
calculations, the Cash Warrants and the Cashless Warrants were valued at $131,490 and $914,270, respectively. The combined amount
of $1,045,760 was recorded as a prepaid asset and amortized over the term of the Agreement. The aggregate amortization expense
for both the Cash Warrants and the Cashless Warrants, from the Effective Date through April 30, 2015, was $140,420 and recorded
as a consulting expense. The remaining prepaid asset relating to the Cash Warrants and the Cashless Warrants was $905,340 as of
April 30, 2015.

      2

During the Company’s
review of the appropriate accounting presentation, the Company also considered ASC 505-50-25-7. The Company concluded that whether
the corresponding cost is an immediate expense or a prepaid asset (or whether the debit should be characterized as contra-equity
under the requirements of ASC 505-50-45-1) depends on the specific facts and circumstances. The Company determined that, based
on the circumstances of the Agreement, the amortization of the prepaid asset should be recorded as an expense in the periods that
the services are to be performed (March 23, 2015 through December 31, 2015) and reported it as such in the Form 10-K/A for the
fiscal year ended April 30, 2015.

 3. Please tell us why your Form 8-K dated 12/30/2015 did not report the restatement to classify the Consultant Agreement,
common stock issued under the Consultant Agreement and cash and cashless exercise warrants granted under the Consultant Agreement
as prepaid assets.

Response to Question No. 3
of the Comment Letter:

At the time the Form
8-K was filed, the only accounting issue that the Company was considering that could result in a restatement of the Company’s
consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2015 involved
the reclassification of the Cashless Warrants as presented in the Company’s consolidated financial statements. The Company
decided to restate its consolidated financial statements because the Company believed that it had inadvertently accounted for the
Cashless Warrants as a derivative liability when they should have been accounted for as equity.

At the time the Form
8-K was filed, the Company believed that a period expense of $914,270 related to the Cashless Warrants should be reported and that
a derivative liability in the amount of $492,049 as of and for the fiscal year ended April 30, 2015 should be reversed. After the
8-K was filed, the Company determined that the restatement would need to include a reclassification of the Engagement Stock, the
Cash Warrants and the Cashless Warrants as prepaid assets that would need to be amortized over the term of the Agreement for the
reasons indicated above in the Company’s Response to Question No. 2 of the Comment Letter.

In connection with the Response
Letter, the Company acknowledges that:

(i)	the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;

(ii)	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

(iii)	the Company may not assert Staff
comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

Please advise us if we can provide any further
information or assistance to facilitate your review. Please contact me at 917.595.2850 if you have any questions regarding the
Response Letter.

Sincerely,

/s/ Kenneth L. Waggoner

Kenneth L. Waggoner

Chief Executive Officer

President and General Counsel

      3

Attachment A

REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board of Directors and

Stockholders of PharmaCyte Biotech, Inc., formerly known as
Nuvilex, Inc.

We have audited the accompanying consolidated
balance sheet of PharmaCyte Biotech, Inc., formerly known as Nuvilex, Inc. (the Company) as of April 30, 2015, and the related
consolidated statements of operations, comprehensive loss, stockholders’ equity (deficiency), and of cash flows for the year
ended April 30, 2015. Our audit also included the financial statement schedule listed in the Index at Item 15a(2). PharmaCyte Biotech,
Inc.’s management is responsible for these financial statements and schedule. Our responsibility is to express an opinion
on these consolidated financial statements and schedule based on our audit.

We conducted our audit in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of PharmaCyte Biotech, Inc., formerly known
as Nuvilex, Inc. as of April 30, 2015, and the results of its operations and its cash flows for the year ended April, 30, 2015,
in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related
financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States), PharmaCyte Biotech, Inc., formerly known as Nuvilex,
Inc.’s internal control over financial reporting as of April, 30, 2015, based on criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated
July 28, 2015, expressed an adverse opinion.

As discussed in Notes 1A, 2, 3, 7, 9, 13,
14 and 15 to the consolidated financial statements, the consolidated financial statements as of April 30, 2015 and for the year
then ended have been restated to correct a misstatement.

/s/	Farber Hass Hurley LLP

Chatsworth, California

July 28, 2015 (Except for Notes 1A, 2,
3, 7, 9, 13, 14 and 15 as to which the date is January 19, 2016)

      4

Mail Stop 4720

January 28, 2016

Via E -mail
Mr. Kenneth Waggoner
Chief Executive Officer, Chairman of the Board and Director
PharmaCyte Biotech, Inc.
12510 Prosperity Drive, Suite 310
Silver Spring, MD   20904

Re: PharmaCyte Biotech, Inc.
Form 10 -K for the Fiscal Year Ended April 30, 2015
Filed  July 29, 2015 and amended on  January 19, 2016
File No. 333-68008

Dear Mr. Waggoner :

We have limited our review of the above filing to those  issues we have addressed in our
comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

 Please respond to this letter within  ten business days by amending your filing and
providing t he requested information  or by advising us as soon as possible when you will respond .
If you do not believe that a comment applies to your facts and circumstances, please tell us why
in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K/A for the Fiscal Year Ended April 30, 2015

Report of Independent Registered Public Accounting Firm, page F -2

1. Please have Farber Hass Hurley LLP revis e its report to add an explanatory paragraph
regarding the restatements. Refer to AS 508.11.d and 508.18A.  Furthermore, have the audit
report date revised to include a reference to all material changes in the financial statements
(i.e. Note s 7, 9, and 14).  Refer to AS 530.

Note 1A – Restatement and Revision of Previously Reported Consolidated Financial Statements,
page F -9

2. You disclose that the Consultant Agreement, issuance of shares of common stock to the
consultant pursuant to the Consultant Agreement, issuance of certain warrants to
purchase common stock with a cash exercise feature and the cashless warrants to the

Mr. Kenneth Waggoner
PharmaCyte Biotech, Inc.
January 28, 2016
 Page 2

 consu ltant should have been recorded as prepaid assets and amortized over the term of
the Consultant Agreement.  Please tell us, citing the relevant accounting guidance, how
you determined these items should be classified as prepaid assets and not as expenses.  In
addition, tell us how you determined the amounts recorded and specify the term over
which they will be amortized.

3. Please tell us why your Form 8 -K dated 12/30/2015 did not report the restatement to
classify the Consultant Agreement, common stock iss ued under the Consultant
Agreement and cash and cashless exercise warrants granted under the Consultant
Agreement as prepaid assets .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that t he filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for t he accuracy
and adequacy of the disclosures they have made.

 In responding t o our comments , please provide a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure 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 Commissi on or any person under the federal securities laws of the United States.

You may contact Keira Nakada, Senior Staff Accountant,  at (202) 551 -3659 or Sharon
Blume, Accounting Branch Chief, at (202) 551 -3474 .  In this regard, do not hesitate to contact
me a t (202) 551 -3679.

Sincerely,

 /s/ Jim B. Rosenberg

Jim B. Rosenberg
Senior Assistant Chief Accountant
Office of Healthcare and Insurance

October 11 , 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2013
Filed July 29, 2013
File No. 333 -68008

Dear Mr. Waggoner :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action  with respect to the company or the filing and the company may not asse rt staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Daniel Greenspan for

Jeffrey P. Riedler
Assistant Director

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October 6, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:
    Nuvilex, Inc.

Form 10-K for Fiscal Year Ended April 30, 2013

Filed July 29, 2013

Response Dated September 12, 2014

File No. 333-68008

Dear Mr. Riedler:

Nuvilex, Inc. (“Company”) hereby
provides responses to comments issued in a letter dated October 1, 2014 (“Staff’s Letter”) regarding the Company’s
Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (“2013 Form 10-K”) filed with the Securities and
Exchange Commission (“Commission”) on July 29, 2013, and, to the extent set forth in the Staff’s Letter, the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014 (“2014 Form 10-K”) filed with the
Commission on August 4, 2014.

In order to facilitate your review, we have
responded to each of the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

Item 1. Business, page 4

 1. In our prior comment 2, which concerned the company’s business relationship with Drs. Günzburg and Salmons, we
referred to your August 15, 2014 response letter in which you stated:

    The relationship with Drs. Günzburg and Salmons did not change as a result of entering
                              into the Consulting Agreement with Vin-de-Bona-Trading Company. The Consulting Agreement memorialized
                              in writing the oral agreement between the parties pursuant to which Drs. Günzburg and Salmons
                              have been working since the beginning of 2014.

    Please amend your Form 10-K to include this information, as the parameters of your business
                              relationship with Drs. Günzburg and Salmons prior to the May 2014 Consulting Agreement with
                              Vin-de-Bona Trading Company remains unclear. Specifically, when did your association with Drs. Günzburg
                              and Salmons begin and what was the nature of your arrangement with them, including compensatory
                              terms, prior to the execution of the Vin-de-Bona Consulting Agreement? Please also clarify that
                              this Consulting Agreement is the only agreement in effect governing the relationship between the
                              company and Drs. Günzburg and Salmons.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 2

    RESPONSE: As requested, the disclosure in our 2014 10-K will be
    revised to state as follows (marking reflects changes to 10-K as filed on August 4, 2014):

    “Dr. Günzburg and Dr. Salmons are intimately involved in the scientific endeavors underway and being planned
    by the Company, having commenced work on the Company’s behalf at the beginning of 2014 pursuant to an oral
    agreement     providing for their services as consultants to the Company being compensated at arms-length economic terms
    through their     consulting company Vin-de-Bona Trading Company Pte Ltd. (“Vin-de-Bona”). This arrangement was
    later formalized as     of April 1, 2014, with the execution of a written Consulting Agreement between the Company and
    Vin-de-Bona. The Consulting     Agreement has an initial term of 12 months, with additional terms of 12 months automatically
    occurring unless either party     terminates an additional term upon 30 days’ prior written notice. The professional
    services rendered to the Company by     Drs. Günzburg and Salmons are charged at a negotiated and confidential hourly
    rate. During the fiscal year ended April 30, 2014, this is     the only relationship between the Company and Drs.
    Günzburg and     Salmons.”

Cell Therapy Product Development, page 5

 2. In our prior comment 3, concerning the small number of patients treated in the Phase 1/2 trial, we referred to response
#7 from your August 15, 2014 letter. In that response, you included proposed disclosure which began:

    In the Phase1/2 trial only a
small number of patients were evaluable. As a result, statistical parameters were not used in the published reports of the Phase
1/2 trial to validate the anticancer efficacy of the Cell-in-a-Box/low-dose ifosfamide combination in patients with advanced, inoperable
pancreatic cancer…

    Please delete the sentence from
your proposed disclosure that states “It is unlikely, even with the small number of patients…that the increases in
median survival time and percentage of one-year survivors …were due to chance alone….” This is a statement
of opinion that purports to be factual in nature and is, therefore, inappropriate. Since statistical significance could not be
measured in this trial, you cannot exclude the possibility that the results were due to chance. Therefore, please replace the sentence
quoted above with a statement explaining that because the results were not statistically significant, any observations of efficacy
must be weighed against the possibility that the results were due to chance alone.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 3

    RESPONSE: As requested, the
proposed disclosure will be revised to state as follows (marking reflects changes to the version proposed in our letter of August
15):

    “In the Phase1/2 trial only
a small number of patients were evaluable. As a result, statistical parameters were not used in the published reports of the Phase
1/2 trial to validate the anticancer efficacy of the Cell-in-a-Box/low-dose ifosfamide combination in patients with advanced, inoperable
pancreatic cancer. In the opinion of the investigators, the results indicate a trend towards efficacy, so the results should not
be viewed as absolute numbers. It is unlikely, even with the small number of patients used, that the increases in median
survival time and percentage of one-year survivors that were seen in the trial were due to chance alone given the advanced nature
of the patient’s cancers and the knowledge that, without treatment, those numbers would not have occurred. It
should be noted, however, that because the results were not statistically significant, any observations of efficacy must be weighed
against the possibility that the results were due to chance alone. The purpose of the trials was not to obtain data so that
we could seek marketing approval from regulatory authorities, but rather the trials allowed us to determine whether the Cell-in-a-Box/low-dose
ifosfamide combination holds promise as a treatment for pancreatic cancer. In the cancer arena, Phase 1/2 trials are used to first
establish the safety of drug or treatment being investigated and second to determine if a trend towards efficacy exists. In accordance
with FDA guidance, as well as similar guidance from other regulatory authorities in countries other than the United States, we
fully realize that a large, multicenter, randomized, comparative study with statistically powerful findings would need to be conducted
and the results from such a trial would have to confirm those from the previous Phase 1/2 trial before an application for marketing
approval would be made for the Cell-in-a-Box/low-dose ifosfamide combination as a treatment for advanced, inoperable pancreatic
cancer.”

Item 13. Certain Relationships and Related Transactions,
and Director Independence, page 43

 3. We note your response to our prior comment 4. However, you did not provide all of the information requested in our comment.
Please refer to your last two Forms 10-K in which you disclose several related party transactions with parties other than Dr. Ryan.
Please revise your proposed disclosure to fully comply with Item 404(a) of Regulation S-K, “Transactions with Related Persons.”
Specifically, please provide:

 · the name of each related person;

 · the nature of the person’s “related” status and interest in the transaction;

 · the approximate dollar amount of the transaction and the amount of the related person’s interest in the transaction;
and

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 4

 · in the case of indebtedness, the largest aggregate amount of principal outstanding during the period for which disclosure
is provided, the amount outstanding as of the latest practicable date, the amount of principle and interest paid during the period
for which disclosure is provided, and the rate or amount of interest payable on the indebtedness.

  RESPONSE: The disclosure in question will be revised to state (please
                                                                                                 note                                                                                                  that transactions for
                                                                                                 which the amount involved does not exceed the threshold stated in Item 404(a)  or for which such disclosure requirements
                                                                                                 have                                                                                                  not otherwise been
                                                                                                 triggered have not been revised to reflect the
                                                                                                 foregoing                                                                                                  detail):

    2013 10-K:

    “RESULTS OF OPERATIONS FOR
THE YEARS ENDED APRIL 30, 2013 AND 2012

    MANAGEMENT'S DISCUSSION AND ANALYSIS

    […]

    The
Company had the following related party transactions:

As of April 30, 2013 and 2012, the Company owed a shareholder $393,158 and $337,408;
respectively, for operating expenses. All loans bear interest at 6% and are due within one to three years.

As
of April 30, 2013 and 2012, the Company owed Directors and a shareholder $26,425 and $22,700; respectively, the loan bears interest
at 8% and is due on demand.

As
of April 30, 2013 and 2012, the Company owed Dr. Robert Ryan, our former Chief Scientific Officer, $201,143
(including $15,080 of accrued expenses) and $185,862; respectively, at 8% interest, to provide for payment of operating
expenses. Dr. Ryan loaned an additional $96,000 during the fiscal year ended April 30, 2013. The highest amount outstanding
during the fiscal year ended April 30, 2013 was $261,862 and the highest amount outstanding during the fiscal year ended
April 30, 2012 was $185,862. During the fiscal year ended April 30, 2012, the Company made no payments in respect of principal and interest in respect of this loan. During the fiscal year ended April 30,
2013, the Company made principal payments totaling $95,600 and no interest payments in respect of this loan.”

    2014 10-K:

    “ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 5

    The Company had the following related
party transactions:

     As
              of April 30, 2014 and 2013, the Company owed Berkshire Capital $0 and $393,158, respectively, for operating expenses.
              Berkshire Capital was, at certain times when such amounts were outstanding, the holder of more than 5% of our outstanding
              shares of common stock. The               highest amount outstanding during the fiscal year ended April 30, 2013 was
              $393,158               and during the fiscal year ended April               30,               2014               was
              $471,011.               All               loans               bear interest at 6% and were               due
              within one to three               years.               During the fiscal year ended April 30, 2013, the Company did not
              make any payments in respect of principal or interest on these loans. During               the               fiscal year
              ended                  April               30,                2014,               the               Company
              repaid                    $471,011 of               principal and                 $30,195                    in
              accrued                         interest with the                   issuance of               26               million
              shares of common               stock.

As
of April 30, 2014 and 2013, the Company owed directors and a shareholder $0 and $26,425; respectively, the loan bears
interest at 8% and is due on demand. The highest amount outstanding during the fiscal year ended April 30, 2013 was $261,862.

As
of April 30, 2013, the Company owed Dr. Robert F. Ryan, our former Chief Scientific Officer, $186,262 of principal and
$20,171 of accrued interest on a loan that is due on demand and accruing interest at 8% per year. The highest amount
outstanding during the fiscal year ended April 30, 2013 was $261,862. No additional funds were loaned to the Company by Dr.
Ryan during the fiscal year ended April 30, 2014. During the year ended April 30, 2013, the Company made principal payments
totaling $95,600 and no interest payments in respect of this loan. During the year ended April 30, 2014, the Company repaid
$20,000 of principal in cash and converted $25,920 of principal to common stock. No payments were made towards
accrued interest. As of April 30, 2014, the balance on this loan was $140,143 of principal and $33,960 of accrued
interest. Subsequent to April 30, 2014, the Company repaid an additional $20,000 of principal.”

The Company acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes in 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
federal securities laws of the United States.

Very truly yours,

NUVILEX, INC.

By: /s/ Kenneth L. Waggoner

Name: Kenneth L. Waggoner

Title: Chief Executive Officer, President and General Counsel

October 1 , 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2013
Filed July 29, 2013
Response Dated September 12 , 2014
File No. 333 -68008

Dear Mr. Waggoner :

We have reviewed your supplemental response  dated September 12, 201 4 and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Item 1. Business, pa ge 4

1. In our prior comment 2, which concerned the company’s business relationship with Drs.
Günzburg and Salmons, we referred to your August 15, 2014 response letter in which you
stated:

The relationship with Drs. Günzburg and Salmons did not change as a result of
entering into the Consulting Agreement with Vin -de-Bona -Trading Company.
The Consulting Agreement memorialized in writing the oral agreement between
the parties pursuant to whic h Drs. Günzburg and Salmons have been working
since the beginning of 2014 .

Kenneth L. Waggoner
Nuvilex, Inc.
October 1 , 2014
Page 2

 Please amend your Form 10 -K to include this information, as the  parameters  of your
business relationship with Drs. Günzburg and Salmons prior to the May 2014 Consulting
Agreement with Vin-de-Bona Trading Company  remains unclear.  Specifically, when did
your association with Drs. Günzburg and Salmons begin and what was the nature of your
arrangement with them, including compensatory terms, prior to the execution of the Vin-
de-Bona  Consulting Agreement?  Please also clarify that this Consulting Agreement is
the only agreement in effect governing the relationship between the company and Drs.
Günzburg and Salmons .

Cell Therapy Product Development , page 5

2. In our prior comment 3, concerning the small number of patients treated in the Phase 1/2
trial, we referred to response #7 from your August 15, 2014 letter. In that response, you
included proposed disclosure which began:

In the Phase1/2 trial only a smal l number of patients were evaluable. As a result,
statistical parameters were not used in the published reports of the Phase 1/2 trial
to validate the anticancer efficacy of the Cell -in-a-Box/low -dose ifosfamide
combination in patients with advanced,  inope rable pancreatic cancer…

Please delete the sentence from your proposed disclosure that states “It is unlikely, even
with the small number of patients…that the increases in median survival time and
percentage of one -year survivors …were due to chance alon e….”  This is a statement of
opinion that purports to be factual in nature and is, therefore, inappropriate.  Since
statistical significance could not be measured in this trial , you cannot exclude the
possibility that the results  were due to chance .  There fore, please replace the sentence
quoted above with a statement explaining that because the results were not statistically
significant, any observations of efficacy must be weighed against the possibility  that the
results were due to chance alone.

Item 13. Certain Relationships and Related Transactions, and Director Independence, page 43

3. We note your response to our prior comment 4 .  However, you did not provide all of the
information requested in our comment.  Please refer to your last two Forms 10 -K in
which you disclose several related party transactions with parties other than Dr. Ryan.
Please revise your proposed disclosure to fully comply with Item 404(a) of Regulation
S-K, “Transactions with Related Persons.”  Specifically, please provide:

 the na me of each related person;
 the nature of the person’s “related” status and interest in the transaction;
 the approximate dollar amount of the transaction and the amount of the related
person’s interest in the transaction; and
 in the case of indebtedness, the largest aggregate amount of principal
outstanding during the period for which disclosure is provided, the amount

Kenneth L. Waggoner
Nuvilex, Inc.
October 1 , 2014
Page 3

 outstanding as of the latest practicable date, the amount of principle and
interest paid during the period for which disclosure is provided , and the rate or
amount of interest payable on the indebtedness.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan  at (202) 551 -3623  or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel  Greenspan  for

 Jeffrey P. Riedler
Assistant Director

CORRESP
1
filename1.htm

September 12, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:  Nuvilex, Inc.

Form 10-K for Fiscal Year Ended April 30, 2013

Filed July 29, 2013

Response Dated August 15, 2014

File No. 333-68008

Dear Mr. Riedler:

Nuvilex, Inc. (“Company”) hereby
provides responses to comments issued in a letter dated September 12, 2014 (“Staff’s Letter”) regarding the Company’s
Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (“2013 Form 10-K”) filed with the Securities and
Exchange Commission (“Commission”) on July 29, 2013, and, to the extent set forth in the Staff’s Letter, the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2014 (“2014 Form 10-K”) filed with the
Commission on August 4, 2014.

In order to facilitate your review, we have
responded to each of the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

General

1.  We note your response to our prior comment 1. Please ensure that all of the disclosure
you have proposed in your response letter of July 11, 2014 appears in your Form 10-K for the fiscal year ended April 30, 2014,
filed on August 4, 2014. Specifically, please amend your Form 10-K to include the proposed disclosure that you provided in response
to comments 4, 5 and 7 in your response letter of July 11, 2014.

RESPONSE: As discussed with the
Staff, the disclosures included in the 2014 Form 10-K are substantially consistent with the disclosures proposed in our
response letter of July 11, 2014. In the intervening time between our submission of the response letter of July 11, 2014 and
the filing of the 2014 Form 10-K, we determined that certain revisions were appropriate in the proposed disclosures, but
believe that the substance of our proposed disclosure in response to comments 4, 5 and 7 contained in our response letter of
July 11, 2014 was reflected in the 2014 Form 10-K as filed. We apologize for the confusion that this may have caused the
Staff, but as the disclosure provided to the Staff in our prior response had not yet been made public, we do not believe this
should create any lasting prejudice to investors.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 2

Item 1. Business, page 4

2.  We note your response to our prior comment 4. Please amend your Form 10-K to include
the information provided in your response.

RESPONSE: The proposed disclosure noted
by the Staff regarding Austrianova Sinapore’s status as the world’s ‘foremost expert’ in this area was
not included in the 2014 Form 10-K as filed due to the considerations cited in response to comment 1 above. As noted above, we
apologize for the confusion that this may have caused the Staff.

Cell Therapy Product Development, page 5

3.  We note your response to our prior comment 7. Please delete the sentence that states
“It is unlikely, even with the small number of patients…those numbers would not have occurred.” This is a statement
of opinion that purports to be factual in nature and is, therefore, inappropriate. Since statistical significance was not met
in this clinical trial, you do not have a scientific basis to state that it is unlikely that the results were due to chance and
that you have knowledge that the results would not have occurred without treatment. Please replace the sentence quoted above with
a statement explaining that because the results were not statistically significant, you cannot exclude the probability that such
observations were due to chance alone.

RESPONSE: Similar to comment 2 above,
the proposed disclosure noted by the Staff was not included in the 2014 Form 10-K as filed due to the considerations cited in response
to comment 1 above. As noted above, we apologize for the confusion that this may have caused the Staff.

Item 13. Certain Relationships and Related Transactions,
and Director Independence, page 43

4.  We note your response to our prior comment 9. However, you did not provide all
of the information requested in our comment. Please revise your proposed disclosure to comply with Item 404(a) of Regulation S-K,
“Transactions with Related Persons.” Specifically, please provide the name of each related person as well as the information
required by Item 404(a)(5) regarding indebtedness for each related party transaction that you disclose.

RESPONSE: The disclosure in question
will be revised to state: “As of April 30, 2013, the Company owed Dr. Robert F. Ryan, Chief Scientific Officer, $186,262
of principle and $15,367 of accrued interest on a loan that is due on demand and accruing interest at 8% per year. No additional
funds were loaned to the Company by Dr. Ryan during the fiscal year ended April 30, 2014. During the year ended April 30, 2014,
the Company repaid $20,000 of principle in cash and converted $25,920 of principle to common stock. No payments were made towards
accrued interest. As of April 30, 2014, the balance on this loan was $140,143 of principle and $33,960 of accrued interest. Subsequent
to April 30, 2014, the Company repaid an additional $20,000 of principle.”

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 3

The Company acknowledges that:

·  the Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

·  staff comments or changes in 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 federal securities laws of the United States.

    Very truly yours,

    NUVILEX, INC.

    By: /s/ Kenneth L. Waggoner

    Name: Kenneth L. Waggoner

    Title: Chief Executive Officer, President and General Counsel

September 12, 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2013
Filed July 29, 2013
Response Dated August 15, 2014
File No. 333 -68008

Dear Mr. Waggoner :

We have reviewed your supplemental response  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the request ed
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. We note your response to our prior comment 1.  Please ensure that all of the disclosure
you have proposed in your response letter of July 11, 2014 appears in your Form 10 -K
for the fiscal year ended April 30, 2014, filed on August 4, 2014.   Specifically, please
amend your Form 10 -K to include the proposed disclosure that you provided in response
to comments 4, 5 and 7 in your response letter of July 11, 2014.

Kenneth L. Waggoner
Nuvilex, Inc.
September 12, 2014
Page 2

 Item 1. Business, page 4

2. We note your response to our prior comment 4.  Please amend your Form 10 -K to include
the information provided in your response.

Cell Therapy Product Development , page 5

3. We note your response to our prior comment 7.  Please delete the sentence that states “It
is unlikely, even with the small number of patients…those numbers would not have
occurred.”  This is a statement of opinion that purports to be factual in nature and is,
therefore, inappropriate.  Since statistical significance was not met  in this clinical trial ,
you do  not have a scientific basis to state that it is unlikely that the results  were due to
chance and that you have knowledge that the results would not have occurred without
treatment.   Please replace the sentence quoted above with a statement explaining that
because the results were not statistically significant, you cannot exclude the probability
that such observations were due to chance alone.

Item 13. Certain Relationships and Related Transactions, and Director Independence, page  43

4. We note your response to our prior comment 9 .  However, you did not provide all of the
information requested in our comment.  Please revise your proposed disclosure to comply
with Item 404(a) of Regulation S -K, “Transactions with Related Persons.”  Specifically,
please  provide the name of each related person as well as the information required by
Item 404(a)(5) regarding indebtedness  for each related party transaction that you disclose .

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan  at (202) 551 -3623  or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel  Greenspan  for

 Jeffrey P. Riedler
Assistant Director

CORRESP
1
filename1.htm

August 15, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Nuvilex, Inc.

                                         Form 10-K for Fiscal Year Ended April 30, 2013

                                         Filed July 29, 2013

                                         Response Dated August 14, 2014

                                         File No. 333-68008

Dear Mr. Riedler:

Nuvilex, Inc. (“Company or Nuvilex”)
hereby provides responses to comments issued in a letter dated August 4, 2014 (“Staff’s Letter”) regarding the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (“2013 Form 10-K”) filed with the
Securities and Exchange Commission (“Commission”) on July 29, 2013.

In order to facilitate your review, we
have responded to each of the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

General

 1. Please ensure that all of the disclosure you have proposed in your response letter of July 11, 2014 appears in your Form 10-K
for the fiscal year ended April 30, 2014, filed on August 4, 2014.

RESPONSE: The disclosures included
in the Company’s Form 10-K for the period ended April 30, 2014, which was filed on August 4, 2014 (“2014 Form 10-K”),
are substantially consistent with the disclosures proposed in our response letter of July 11, 2014.

 2. Please also amend your 10-K for the fiscal year ended April 30, 2013 as necessary to ensure that the disclosure in that 10-K
reflects the revisions you proposed in your response letter and is consistent with your 10-K for the fiscal year ended April 30,
2014.

RESPONSE: We intend to amend
the 2013 Form 10-K after resolution of all of the Staff’s comments. We will ensure that the disclosure is consistent with
the revisions proposed in our response letter and, as appropriate, is consistent with our 2014 Form 10-K.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 2

Item 1. Business

 3. We note your response to our prior comments 2 and 3. Please revise your disclosure to clarify:

 · The extent to which Nuvilex has any contractual obligations towards Bavarian Nordic and GSF, the licensors of patents
underlying Cell-in-a-Box technology, which were originally licensed to Bio Blue Bird; and

 · When each of your royalty payment obligations will expire.

RESPONSE: We intend to
expand our disclosure to include the following: “We have assumed Bio Blue Bird’s responsibilities under the License
Agreement, which include making royalty payments and bearing all of the licensor’s external costs and fees for
filing, prosecuting and maintaining any patent claims covering inventions in the licensed patent product. The only other
payment obligations we have are the quarterly encapsulation patent upkeep fees to Bavarian Nordic, yearly license maintenance
fees and auditing fees. We are to devote all reasonable efforts to develop product as promptly as possible, provide licensors
with updates on the progress of the development and sale of the products and a summary of results of clinical study
protocols regarding human clinical trials at the end of a pivotal (for marketing application purposes) trial, such as Phase 3
clinical trials, and devote all reasonable efforts to commence manufacturing and commercialization as promptly as possible.
We are also responsible, at our expense, for conducting any recalls of defective licensed products marketed by us.

Our royalty payments commence on
the date of the first commercial sale of the licensed product in a particular country and continue on a country by country basis
until expiration of the last valid claim within the licensed patent rights in such country. The territories where such commercial
sales are anticipated are in the U.S., Europe and Japan. The patents expire starting in 2014 through 2018.”

Please also disclose the material terms of the Master
Services Agreements with each of Inno Biologics and ViruSure and, when finalized, file the collaborative agreements with the University
of Veterinary Medicine, Vienna and the University of Munich.

RESPONSE: We do not
have a Master Services Agreement with Inno Biologics  and intend to revise our disclosure accordingly to include the
following:

“We have a proposal,
dated August 20, 2013, pursuant to which Inno Biologics has been performing services for us. Under the terms of the proposal,
we have agreed to pay Inno Biologics approximately $51,670 for generating up to 100 individual clones from the 22P1G cell
lines (the cells that express the CYP2B1 isoform of cytochrome P450 that converts ifosfamide into its cancer-killing form)
and DNA extraction from each of the clones. Together with us, Inno Biologics will select the 10 most suitable clones to be
maintained and tested using Southern Blotting and Resorufin assays. A 30% “up-front” payment required to be paid
upon acceptance of the proposal was rendered by Nuvilex to Inno Biologics. The remainder of the proposal amount is due and
payable upon completion of the work.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 3

On April 4, 2014, we entered into
a Master Services Agreement with ViruSure GmbH. ViruSure was engaged to conduct individual studies and provide consultation as
defined in protocols and statements of work provided by us. Under our current protocol, ViruSure has been engaged to develop and
expand the clones of cells obtained from Inno Biologics into a Master Cell Bank (“MCB”) and from that into a Working
Cell Bank (“WCB”) to supply the large numbers of cells needed for our preclinical studies, clinical trials and other
purposes. The MCB is to be used as a “safe” repository of the selected clone and the WCB is to be used as a source
of cells for the production of the large numbers of cells that will ultimately be needed for encapsulation using the Cell-in-a-Box®
technology for our future clinical trials and other studies. Compensation to ViruSure is set forth in separate agreements,
and the price, fees and payment schedule depends upon the particular study.”

The collaborative agreements
with the University of Veterinary Medicine, Vienna and the University of Munich have not been finalized. If they are
finalized prior to filing our 2014 10-K/A, we will file those agreements as exhibits.

 4. We note your response to our prior comment 5. As the Consulting Agreement between Nuvilex and Vin-de-Bona Trading Company,
which governs the services provided to Nuvilex by Drs. Günzburg and Salmons, was executed in May 2014, please describe your
relationship with Drs. Günzburg and Salmons prior to this date.

RESPONSE: The relationship
with Drs. Günzburg and Salmons did not change as a result of entering into the Consulting Agreement with Vin-de-Bona-Trading
Company. The Consulting Agreement memorialized in writing the oral agreement between the parties pursuant to which
Drs. Günzburg and Salmons have been working since the beginning of 2014.

 5. Please include in your revised disclosure any contractual restrictions on Drs. Günzburg and Salmons’ use of the
company’s proprietary information and assets.

RESPONSE: In response to the
Staff’s comment, the 2014 Form 10-K will be amended to include the following:

“Pursuant to the terms of
the Consulting Agreement, Drs. Günzburg and Salmons must not disclose or use our confidential information for any purpose
(except for performing services under the Consulting Agreement) without our prior written consent. In addition, during the term
of the Consulting Agreement and for a period of twelve months after termination or expiration of the Consulting Agreement, Drs.
Günzburg and Salmons shall not solicit any of our customers, employees, suppliers or other persons with whom they had dealings
during the tenure of their consultancy with the Company.”

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 4

 6. We note your response to our prior comment 6. Please also include in your revised disclosure regarding the company’s
relationship with SG Austria/Austrianova Singapore the text of your response beginning with the word “By way of elaboration...”
and ending with “co-dependent.”

RESPONSE: As
requested by the Staff, we will include in the 2013 Form 10-K and the amendment to our 2014 Form 10-K the referenced text
from our response letter regarding our relationship with SG Austria/Austrianova Singapore.

Cell Therapy Product Development, page 5

 7. We note your response to our prior comment 10. Please expand your revised disclosure to state the consequence of treating such
a small number of patients in the Phase 1/2 trial, i.e., that the results were not statistically significant and how this impacts
the probability that such observations were due to chance alone. Please also discuss the relevance of statistical significance
to the FDA’s evidentiary standard for efficacy.

RESPONSE: We will expand
our disclosure to include the following:

“In the
Phase1/2 trial only a small number of patients were evaluable. As a result, statistical parameters were not used in the
published reports of the Phase 1/2 trial to validate the anticancer efficacy of the Cell-in-a-Box/low-dose ifosfamide
combination in patients with advanced, inoperable pancreatic cancer. In the opinion of the investigators, the results
indicate a trend towards efficacy, so the results should not be viewed as absolute numbers. It is unlikely, even with the
small number of patients used, that the increases in median survival time and percentage of one-year survivors that were seen
in the trial were due to chance alone given the advanced nature of the patient’s cancers and the knowledge that,
without treatment, those numbers would not have occurred. The purpose of the trials was not to obtain data so that we could
seek marketing approval from regulatory authorities, but rather the trials allowed us to determine whether the
Cell-in-a-Box/low-dose ifosfamide combination holds promise as a treatment for pancreatic cancer. In the cancer arena, Phase
1/2 trials are used to first establish the safety of drug or treatment being investigated and second to determine if a trend
towards efficacy exists. In accordance with FDA guidance, as well as similar guidance from other regulatory authorities in
countries other than the United States, we fully realize that a large, multicenter, randomized, comparative study with
statistically powerful findings would need to be conducted and the results from such a trial would have to confirm those from
the previous Phase 1/2 trial before an application for marketing approval would be made for the Cell-in-a-Box/low-dose
ifosfamide combination as a treatment for advanced, inoperable pancreatic cancer.”

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 5

Item 11. Executive Compensation, page 39

 8. We note your response to our prior comment 13. Notwithstanding your response, we note that you included disclosure about your
dispute with Dr. Ryan in your most recent 10-K for the fiscal year ended April 30, 2014. However, it does not appear that you have
included any disclosure of Dr. Ryan’s suspension, as you proposed in your prior response letter of May 27, 2014. Please revise
to ensure that this disclosure is provided as well.

RESPONSE: The Company acknowledges
that, at the time we prepared our initial responses to the Staff, the Company included the characterization of Dr. Ryan’s
status as being “suspended.” However, after further consideration, we did not disclose that Dr. Ryan was “suspended”
in the 2014 Form 10-K as filed because we believed it would be highly prejudicial to Dr. Ryan to do so and may not adequately
convey the facts regarding a complex and evolving employment situation. We also did so to avoid the stigma or the appearance of
impropriety which necessarily results from being “suspended.” In addition, the Company still has full access to the
services Dr. Ryan provided in the past as the Company Chief Scientific Officer.

We believe that describing a
“dispute” which arose over the subjects we identified in the 2014 Form 10-K and that Dr. Ryan remains on leave of
absence with pay is sufficient disclosure at this time due to the pending investigation and settlement discussions with Dr.
Ryan. In order to make this point clearer, in the proposed amendment to the 2014 Form 10-K we intend to file upon resolving
all outstanding comments, we will include the additional sentence “The Company initiated an investigation related to
the dispute and placed Dr. Ryan on administrative leave with full compensation until the investigation is completed” in
the paragraph on page 58 of the 2014 Form 10-K related to the dispute as a new third full sentence.

We apologize
for the confusion that this potential change in position may have caused the Staff, but as the disclosure provided to the
Staff in our prior response had not yet been made in SEC filings, we do not believe this should create any lasting prejudice
to investors.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 6

Item 13. Certain Relationships and Related Transactions,
and Director Independence, page 43

 9. We note your response to our prior comment 14. Please revise your proposed disclosure to comply with Item 404(a) of Regulation
S-K, “Transactions with Related Persons.” Specifically, please provide the name of each related person as well as the
information required by Item 404(a)(5) regarding indebtedness.

RESPONSE: The disclosure in
question will be revised to state: “As of April 30, 2013, the Company owed its Chief Scientific Officer, Dr. Robert F. Ryan,
$186,262, which amount accrues interest at the rate of 8% per annum. During the fiscal year ended April 30, 2014, the Company repaid
$20,000 in cash and converted $25,920 into shares of common stock . As of April 30, 2014, the unpaid principal amount of the loan
was $140,342 and the unpaid amount of interest was $32,932.”

The Company acknowledges that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes in 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
federal securities laws of the United States.

Very truly yours,

NUVILEX, INC.

By: /s/ Kenneth L. Waggoner

Name: Kenneth L. Waggoner

Title: Chief Executive Officer, President and General Counsel

August 4, 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2013
Filed July 29, 2013
Response Dated July 11, 2014
File No. 333 -68008

Dear Mr. Waggoner :

We have reviewed your supplemental response  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

General

1. Please ensure that all of the disclosure you have proposed in your response letter  of July
11, 2014 appears in your Form 10 -K for the fiscal year ended April 30, 2014, filed on
August 4, 2014.

2. Please also  amend your 10 -K for the fiscal year ended April 30, 2013 as necessary to
ensure that the disclosure in that 10 -K reflects the revisions you proposed in your
response letter  and is consistent with your 10 -K for the f iscal year ended April 30, 2014 .

Kenneth L. Waggoner
Nuvilex, Inc.
August 4, 2014
Page 2

 Item 1. Business

3. We note your response to our prior comments 2 and 3.  Please revise your disclosure to
clarify:

 The extent to which Nuvilex has any contractual  obligations towards Bavarian
Nordic and GSF, the licensor s of patents underlying Cell -in-a-Box technology,
which were originally licensed to Bio Blue Bird; and

  When each of  your royalty pa yment obligations will expire.

Please also disclose  the material terms of the Master Services Agreements  with each of
 Inno Biologics and ViruSure and, when finalized, file the collaborative  agreements with
 the Uni versity of Veterinary Medicine, Vienna and the  University of Munich.

4. We note your response to our prior comment 5.  As the Consulting Agreement between
Nuvilex  and Vin -de-Bona Trading Company, which governs the services provided to
Nuvilex by Drs. Günzburg and Salmons , was executed in May 2014, please describe your
relationship with Drs. Günzburg and Salmons  prior to this date.

5. Please include in your revised disclosure any contractual restrictions on Drs. Günzburg
and Salmons’ use of the company’s proprietary information and assets.

6. We note your response to our prior comment 6.  Please also include in your revised
disclosure regarding the company’s relation ship with SG Austria/Austrianova Singapore
the text of your response beginning with the word “By way of elaboration…” and ending
with “co -dependent.”

Cell Therapy Product Development , page 5

7. We note your response to our prior comment 10.  Please expand your revised disclosure
to state the consequence of treating such a small number of patients in the Phase 1/2 trial,
i.e., that the results were not statistically significant and how this impacts the probability
that such observations were due to chance al one.  Please also discuss the relevance of
statistical significance to the FDA’s evidentiary standard for efficacy .

Item 11. Executive Compensation, page 39

8. We note your response to our prior comment 13.  Notwithstanding your response, we
note that you included disclosure about your dispute with Dr. Ryan in your most recent
10-K for the fiscal year ended April 30, 2014.  However, it does not appear that you have
included any disclosure of Dr. Ryan’s suspension, as you proposed in your prior response
letter of May 27, 2014. Please revise to ensure that this disclosure is provided as well.

Kenneth L. Waggoner
Nuvilex, Inc.
August 4, 2014
Page 3

 Item 13. Certain Relationships and Related Transactions, and Director Independence, page 43

9. We note your response to our prior comment 14.  Please revise your propose d disclosure
to comply with Item 404(a) of Regulation S -K, “Transactions with Related Persons.”
Specifically, please  provide the name of each related person as well as the information
required by Item 404(a)(5) regarding indebtedness.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not f oreclose
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 federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan  at (202) 551 -3623  or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel  Greenspan for

 Jeffrey P. Riedler
Assistant Director

CORRESP
1
filename1.htm

July 11, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:  Nuvilex, Inc.

Form 10-K for Fiscal Year Ended April 30, 2013

Filed July 29, 2013

Response Dated May 27, 2014

File No. 333-68008

Dear Mr. Riedler:

Nuvilex, Inc. (“Company or Nuvilex”)
hereby provides responses to comments issued in a letter dated June 30, 2014 (“Staff’s Letter”) regarding the
Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (Form 10-K”) filed with the Securities
and Exchange Commission (“Commission”) on July 29, 2013.

In order to facilitate your review, we have responded
to each of the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs respond to the
Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter. As discussed with the Staff, we
propose to file responsive disclosures in the Company’s Annual Report on Form 10-K for the period ended April 30, 2014 after
resolving the issues raised in the comments below. We expect to file the Form 10-K by July 29, 2014.

Item 1. Business

1.       We note your response to our prior comment 1 and
proposed disclosure to be included in footnote 2 to your next annual report on Form 10-K. Instead of or in addition to footnote
2, however, please ensure that the discussion of your relationship and arrangements with SG Austria, Austrianova Singapore, Bio
Blue Bird and Drs. Günzburg and Salmons appears in the body of your annual report under the section entitled “Item 1
– Business.”

12510 Prosperity Drive | Suite
310 | Silver Spring | Maryland 20904-1643

Office: 917.595.2850 | Facsimile: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@nuvilex.com

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 2

RESPONSE:
In response to the Staff’s comment, we will modify the following disclosure under
Item 1- Business in our future filings to include the
discussion of our relationship and arrangements with SG Austria Pte. Ltd., Austrianova Singapore Pte. Ltd., Bio Blue Bird AG and
Drs. Walter H. Günzburg and Brian Salmons.

2.       We note your statement in response to our prior comment
1 that you will file certain agreements with your next annual report on Form 10-K. Please acknowledge that these agreements include:

·  The licenses with Bavarian Nordic A/S and GSF Forschungszentrum fur Unwelt u.
Gesundeit GmbH, obtained in the acquisition of Bio Blue Bird; and

·  The Manufacturing Framework Agreement with Austrianova Singapore

In addition, you should also file as exhibits:

·  The Master Services Agreements with Inno Biologics and ViruSure;

·  The July 2013 license from Austrianova Singapore for the use of its encapsulation
technology in diabetes treatments and the Cell-in-a-Box trademark;

·  If a final, definitive agreement has been signed, The Collaborative Research
Agreements with the University of Veterinary Medicine, Vienna and the University of Munich

RESPONSE:
In response to the Staff’s comments, with the exception of the agreements with the University of Veterinary
Medicine Vienna and the University of Munich (which have not yet been finalized), we will file each of the foregoing agreements
as an exhibit to and a description of the material terms in the Business section contained in the Annual Report on Form 10-K we
expect to file by July 29, 2014 for the fiscal year ended April 30, 2014. We note that we will be seeking confidential treatment
under Rule 24b-2 under the Securities Exchange Act of 1934, as amended, for portions of these agreements.

3.       We note your response to our prior comment 4. To the
extent such information is not already disclosed, please provide all of the following information for each of your material license
and/or collaboration agreements:

·  The nature and scope of any intellectual property transferred;

·  The duration of the agreement and of any royalties owed;

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 3

·  A summary of termination provisions;

·  Any investment features or share purchases; and

·  A description of any other material rights and obligations of the parties, including
material payment obligations, which may include:

o  Aggregate amounts paid or received to date under agreement;

o  Aggregate future potential milestone payments to be paid or received;

o  Royalty rates;

o  Profit or revenue-sharing provisions; and

o  Minimum purchase requirements, if applicable

RESPONSE: The Company proposes to provide the following
additional disclosure in its future filings:

Third Addendum to Asset Purchase Agreement

On May 26, 2011, the Company entered into an
Asset Purchase Agreement (“SG Austria APA”) with SG Austria Pte. Ltd. (“SG Austria”) to purchase 100% of
the assets and liabilities of SG Austria. As a result, Austrianova Singapore Pte. Ltd. ("Austrianova Singapore") and
Bio Blue Bird AG ("Bio Blue Bird"), wholly-owned subsidiaries of SG Austria, were to become wholly owned subsidiaries
of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares of the Company’s common
stock and for the Company to receive 100,000 shares of Austrianova Singapore’s common stock and nine Bio Blue Bird bearer
shares.

In June 2011, the Company and SG Austria entered
into a First Addendum to the SG Austria APA to extend the due date for the sums to be paid to SG Austria. In June 2012, the Company
and SG Austria entered into the Second Addendum to the SG Austria APA for the same purpose. In June 2013, the Company and SG Austria
entered into a Third Addendum to the SG Austria APA.

Under the terms of the Third Addendum, the
transaction contemplated by the SG Austria APA was materially changed. The Third Addendum provided that the Company was to acquire
100% of the equity interests in Bio Blue Bird and receive a 14.5% equity interest in SG Austria. In addition, the Company received
nine bearer shares of Bio Blue Bird representing the 100% ownership. Under the Third Addendum, the Company paid: (i) $500,000 to
retire all outstanding debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company paid SG Austria $1,572,195 in cash
in exchange for its 14.5% equity interest. The Third Addendum returned the original 100,000,000 shares of common stock to the Company
treasury and the 100,000 Austrianova Singapore shares to SG Austria.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 4

The acquisition of Bio Blue Bird
provided the Company with exclusive, worldwide licenses to use a proprietary cellulose-based live cell encapsulation
technology for the development of treatments for all forms of cancer with a right to sublicense. The licenses are pursuant to
patents licensed from Bavarian Nordic A/S and GSF-Forschungszentrum für Umwelt u. Gesundeit GmbH (collectively,
“Bavarian Nordic/GSF”). These licenses enable the Company to carry out the research and development of cancer
treatments that are based upon the live cell encapsulation technology known as “Cell-in-a-Box®. The
license relates in general terms to encapsulation of cells that: (i) produce viral particles; (ii) express biomolecules; or
(iii) convert molecules from one form to another pursuant to a License Agreement from Bavarian Nordic/GSF as the licensor and
Bio Blue Bird as the licensee, as amended by an Amendment to License Agreement between the same parties (“License
Agreements”).

The Third Addendum requires the Company to make the following payments
for the purchased assets, which payments were timely made in full under the payment deadlines set forth in the Third Addendum:

·  $60,000 payment due under the SG Austria APA;

·  A payment of Stamp Duty estimated to be $10-17,000 to the Singapore Government;

·  $500,000 to be used to pay off the existing debt of Bio Blue Bird; and

·  $1,000,000.

The Third Addendum provides that if the payments listed above are
insufficient or fail to meet specified payment deadlines, the Third Addendum and the SG Austria APA automatically terminate and
shall be deemed null and void.

The Third Addendum requires the Company to pay SG Austria, pursuant
to a manufacturing agreement between the parties, a one-time manufacturing setup fee in the amount of $633,144.05 of which 50%
is required to be paid on the signing of a manufacturing agreement and 50% is required to be paid three months later. In addition,
the Third Addendum requires the Company to pay a fee for producing the final encapsulated cell product of $633.14 per vial of 300
capsules after production with a minimum purchased batch size of 400 vials of any Cell-in-a-Box® product.

The Third Addendum is an outright purchase
and has no “term.” The Third Addendum requires the Company to make future royalty and milestone payments as follows:

·  Two percent royalty on all gross sales received by the Company or its affiliates;

·  Ten percent royalty on gross revenues received by the Company or its affiliates from
any sublicense or right to use the patents or the licenses granted by the Company or its affiliates;

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 5

·  Milestone payments of $100,000 due 30 days after enrollment
of the first human patient in the first clinical trial for each product; $300,000 due 30 days after enrollment of the first human
patient in the first Phase 3 clinical trial for each product; and $800,000 due 60 days after having a Biologics License Application
(“BLA”) approved at the FDA or a Marketing Authorization Application (“MAA”) approved in Europe or its
equivalent based on the country in which it is accepted for each product; and

·  Milestone payments of $50,000 due 30 days after enrollment of
the first veterinary patient in the first trial for each product and $300,000 due 60 days after having a BLA or an MAA or its equivalent
approved based on the country in which it is accepted for each veterinary product.

The Third Addendum granted to Nuvilex a right
of first refusal with respect to any offers made by SG Austria related to the granting of a license with respect to any
patents or technologies related to live cell encapsulation that can be applied to use the Cell-in-a-Box®
technology to create products in the following areas: (i) dermal fillers; (ii) medical marijuana; (iii) diabetes; and (iv)
virally caused infectious diseases.

Licensing Agreement

The Company acquired from
Austrianova Singapore the exclusive, worldwide license to use the cellulose-based live cell encapsulation technology for the
development of a treatment for diabetes and the use of Austrianova Singapore’s
“Cell-in-a-Box®” trademark for this technology with a right to sublicense. The licensed rights
pertain to genetically modified or non-modified non-stem cell lines and certain stem cells specifically designed to produce
insulin or other critical components for the treatment of diabetes.

Under the Licensing Agreement, the Company
is required to make a payment of $2,000,000 in two equal payments of $1,000,000 each. The Company made its first $1,000,000 payment
on October 30, 2013. The second payment of $1,000,000 was made on February 25, 2014.

The Licensing Agreement requires the Company to pay Austrianova
Singapore, pursuant to a manufacturing agreement between the parties, a one-time manufacturing setup fee in the amount of $633,144.05,
of which 50% is required to be paid on the signing of a manufacturing agreement and 50% is required to be paid three months later.
In addition, the Licensing Agreement requires the Company to pay a fee for producing the final encapsulated cell product of $633.14
per vial of 300 capsules after production with a minimum purchased batch size of 400 vials of any Cell-in-a-Box®
product.

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 6

The Licensing Agreement requires the Company
to make future royalty and milestone payments as follows:

·  Ten percent royalty of the gross sale of all products sold by the Company;

·  Twenty percent royalty of the amount actually received by the Company from sub-licensees
on sub-licensees’ gross sales value; and

·  Milestone payments of $100,000 within 30 days of beginning the first pre-clinical experiments using the encapsulated
cells; $500,000 within 30 days after enrollment of the first human patient in the first clinical trial; $800,000 within 30 days
after enrollment of the first human patient in the first Phase 3 clinical trial; and $1,000,000 due 60 days after having a BLA
approved at the FDA or a MAA approved in Europe or its equivalent based on the country in which it is accepted for each product.

The license under the Licensing Agreement may be terminated and
all rights shall revert to Austrianova Singapore if any of the following milestone events do not occur within the following timeframes:

·  If the Company does not enter into a research program with technology in the scope
of the license involving European academic university partners providing a total funding equal to or greater than $400,000 within
three years of the effective date of the Licensing Agreement; or

·  If the Company does not enter into a clinical trial or its equivalent for a product
within seven years of the effective date of the Licensing Agreement.

4.       Please expand your proposed disclosure
to clarify the factual basis for your statement that “Austrianova Singapore is considered the world’s foremost expert
in this unique and proprietary technology” or make clear that this is your opinion.

RESPONSE: The Company proposes to modify this statement
as follows in future filings: “In our opinion, Austrianova Singapore is the world’s foremost expert in this unique
and proprietary technology. This is based on the fact that its leaders were involved in the discovery and development of cellulose-based
live cell encapsulation technology, in which, to our knowledge, no other company or entity is engaged.”

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 7

5.       We note your statement on the top of page four of your
response letter that “Drs. Günzburg and Salmons together are serving as if they were Nuvilex’s Chief Scientific
Officer(s), and are so in all but name only.” In the following paragraph, you state that “Gunzburg and Salmons have
agreed to function as the ‘Chief Scientific Officers’ of Nuvilex for its preclinical studies and clinical trials in
diabetes.” Please clarify your relationship with Drs. Gunzburg and Salmons, as the extent of their positions and involvement
with Nuvilex is not well defined. Please discuss the specifics of their duties and responsibilities, whether they
are expected to be officially appointed as the company’s Chief Scientific Officers, whether and the extent to which they
are compensated for their services, any contractual restrictions on their use of the company’s proprietary information and
assets, and the specific nature and extent of their involvement in the company’s scientific endeavors. In addition, if the
company’s relationship with Drs. Günzburg and Salmons is governed by contract, please file all applicable contracts
as exhibits and disclose their material terms.

RESPONSE: The Company proposes to include the following
disclosure in its future filings:

“The
Company notes that Drs. Walter H. Günzburg and Brian Salmons are not officially Chief Scientific Officers of Nuvilex
nor is there any plan to appoint them as such. Rather, they function in the capacity of Chief Scientific Officers simply
because all of Nuvilex’s scientific endeavors are centered upon the cellulose-based live cell encapsulation technology
developed by them. They are included in virtually all of the scientific meetings within the Company. They assist the Company
in developing th

June 30, 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K for Fiscal Year Ended April 30, 2013
Filed July 29, 2013
Response Dated May 27, 2014
File No. 333 -68008

Dear Mr. Waggoner :

We have reviewed your supplemental response  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

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

Item 1. Business

1. We note your response to our prior comment 1 and proposed disclosure to be included in
footnote 2 to your next annual report on Form 10 -K.  Instead of or in addition to footnote
2, however, please ensure that the discussion of your relationship and arrangements with
SG Austria, Austrianova Singapore, Bio Blue Bird and Drs. Günzburg  and Salmons
appears in the body of your annual report under the section entitled “Item 1 – Business.”

2. We note your statement in response to our prior comment 1 that you will file certain
agreements with your next annual report on Form 10 -K.  Please acknowledge that these
agreements include:

Kenneth L. Waggoner
Nuvil ex, Inc.
June 30, 2014
Page 2

  The licenses with Bavarian Nordic A/S and GSF Fo rschungszentrum fur Unwelt
u. Gesundeit GmbH, obtained in the acquisition of Bio Blue Bird; and
 The Manufacturing  Framework Agreement with Austrianova Singapore

In addition, you should also file as exhibits:

 The Master Services Agreements with Inno  Biologics and ViruSure;
 The July 2013 license form Austrianova Singapore for the use of its encapsulation
technology in diabetes treatments and the Cell -in-a-Box trademark;
 If a final, definitive agreement has been signed, The Collaborative Research
Agre ements with the University of Veterinary Medicine, Vienna and the
University of Munich

To the extent these agreements have been finalized and executed, please provide a
description of the material terms of each.

3. We note your response to our prior commen t 4.  To the extent such information is not
already disclosed, please provide all of the following information for each of your
material license and/or collaboration agreements:

 The nature and scope of any intellectual property transferred;
 The duration of the agreement and of any royalties owed;
 A summary of termination provisions;
 Any investment features or share purchases; and
 A description of any other material rights and obligations of the parties, including
material payment obligations, which may i nclude:

o Aggregate amounts paid or received to date under agreement;
o Aggregate future potential milestone payments to be paid or received;
o Royalty rates;
o Profit or revenue -sharing provisions; and
o Minimum purchase requirements, if applicable

4. Please expand your proposed disclosure to clarify the factual basis for your statement that
“Austrianova Singapore is considered the world’s foremost expert in this unique and
proprietary technology” or make clear that this is your opinion.

5. We note your statement on th e top of page four of your response letter that “Drs.
Günzburg and Salmons together are serving as if they were Nuvilex’s Chief Scientific
Officer(s), and are so in all but name only.”  In the following paragraph, you state that
“Gunzburg and Salmons have agreed to function as the ‘Chief Scientific Officers’ of
Nuvilex for its preclinical studies and clinical trials in diabetes.”  Please clarify your
relationship with Drs. Gunzburg and Salmons, as the extent of their positions and
involvement with Nuvilex i s not well defined.  Please discuss the specifics of their duties

Kenneth L. Waggoner
Nuvil ex, Inc.
June 30, 2014
Page 3

 and responsibilities, whether they are expected to be officially appointed as the
company’s Chief Scientific Officers, whether and the extent to which they are
compensated for their services , any contractual restrictions on their use of the company’s
proprietary information and assets, and the specific nature and extent of their
involvement in the company’s scientific endeavors.  In addition, if the company’s
relationship with Drs. Günzburg a nd Salmons is governed by contract, please file all
applicable contracts as exhibits and disclose their material terms.

6. We note your statement that “the success of SG Austria/Austrianova Singapore and the
Company are co -dependent in almost every respect.”   Please discuss in detail the nature
of this co -dependence.   If the company’s relationship with SG Austria and Austrianova
Singapore is governed by one or more contracts that have not been disclosed, please file
these as exhibits and disclose the materia l terms thereof.

7. Please expand your disclosure to explain, with specificity, the “major role” Dr. Matthias
Löhr  will play in the development of your pancreatic cancer treatment. If the company’s
relationship with  Dr. Löhr  is or will be governed by contra ct, please disclose the material
terms of such contract and file it as an exhibit if a final version has been executed by the
parties.

Cell Therapy Product Development , page 5

8. We note your response to our prior comment 2.  Please expand your proposed di sclosure
to define and explain the following terms and concepts to provide a lay investor with a
reasonable understanding of such terms and concepts:

 “WHO/NCI guidelines on common toxicity criteria;”
 “EORTC criteria;” and
 “Karnofsky score”

9. We note your s tatement on page 11 that the combination of CapCell plus ifosfamide used
in the Phase 1/2 clinical trial “was both safe and efficacious.”  Because approval of the
FDA and other comparable regulatory agencies is dependent on such agencies making a
determina tion (according to criteria specified in law and agency regulations) that a drug
or biologic is both safe and effective, it is premature for you to describe or suggest that
your product candidate, or any other non -approved product, is safe and/or effective .
Accordingly, please delete this wording throughout your proposed disclosure, as
applicable.  In addition, please revise your disclosure as necessary to make clear that any
observations you make about your products’ potential for safety and/or efficacy a re your
own, are not based on the FDA’s or any other comparable governmental agency’s
assessment and do not indicate that your products will achieve favorable results in any
later stage trials or that the FDA or  comparable agency will ultimately determine that
your product is safe and effective for purposes of granting marketing approval.

Kenneth L. Waggoner
Nuvil ex, Inc.
June 30, 2014
Page 4

 10. We also note your statement that “no statistical parameters were used in determining
either safety or efficacy.”  Please explain what this means in layman’s terms and how  this
affects your conclusions about the Phase 1/2 trial.

11. We note your statement on page 11 describing the combination of Abraxane plus
gemcitabine as the “current best available chemotherapeutic treatment for advanced,
inoperable pancreatic cancer…”  To the extent practicable, please discuss on page 10
under “Comparisons to Standard of Care” how clinical results observed in patients treated
with Abexane plus gemcitabine compare to the combination of CapCell plus ifosfamide.

Patents, Intellectual Property  and Trade Secrets, page 9

12. We note your response to our prior comment 3.  However, not all of the information we
requested been addressed and it is unclear which patents correspond to which license
agreements.  In other cases, you have not identified the licensor, the expiration date of the
patent, the type of patent protection or the jurisdiction in which the patent rights are held.
Please revise your proposed disclosure to clearly address all of the following information
for each material patent.  You ma y wish to provide this information in a tabular format:

 A list of specific products, product groups and technologies to which such patents
relate;
 Whether such patents are owned or licensed from third parties and, if licensed,
identification of the applic able licensors for each material patent;
 Type of patent protection, such as composition of matter, use or process;
 Patent expiration dates;
 Identification of all applicable jurisdictions, including non -U.S.; and
 Contested proceedings and/or third -party cla ims

Item 11. Executive Compensation, page 39

13. We note your response to our prior comment 6 and your statement in proposed footnote
(5) that “Robert F. Ryan was suspended without pay in May 2014.”  Please provide us
with an explanation regarding the circum stances of the decision to suspend Dr. Ryan and
discuss the impact on the company.  In addition, please provide your analysis why this
suspension and negotiation of a global settlement with Dr. Ryan has not yet, to our
knowledge, been disclosed publicly. W e may have further comment based on your
response.

Item 13. Certain Relationships and Related Transactions, and Director Independence, page 43

14. We note your response to our prior comment 9.  Please provide us with your proposed
disclosure required by Item 404(a) of Regulation S -K, “Transactions with Related
Persons” with respect to all qualifying transactions since the beginning of your last fisca l

Kenneth L. Waggoner
Nuvil ex, Inc.
June 30, 2014
Page 5

 year.  In addition, please advise us of the 404(a) disclosure that should have been
included in your 2013 10 -K.  We may have further comments based on your response.

Item 15.  Exhibits, page 44

15. We note your response to our prior comment 7.  Notwithstandi ng your representation that
there were no employment agreements, written or oral, with any named executive officers
at the time the company’s 2013 10 -K was filed, your proposed disclosure indicates that
the company agreed to compensation terms with Messrs.  Ryan and Crabtree on July 1,
2013 and May 1, 2013, respectively.  The company did not file its 2013 Form 10 -K until
July 27, 2013, which suggests that the terms of employment were in place before the
10-K was filed.  Moreover, the ongoing negotiation betw een the company and Mr. Ryan
would not preclude the need to file his existing employment agreement as an exhibit.
Finally, Ms. Gruden has been employed by the company in various capacities, including
Interim Chief Financial Officer, since 2010.  As such, i t seems likely that at the time the
2013 10 -K was filed she too was working for the company in accordance with some
agreement, whether written or oral, that specified the terms of her employment. If so,
such agreement should have been filed as an exhibit t o the company’s 10 -K.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure 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 fe deral securities laws of the
United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan  at (202) 551 -3623  or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

CORRESP
1
filename1.htm

May 27, 2014

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:    Nuvilex,
Inc.

         Form 10-K

         Filed July 29, 2013

         File No. 333-68008

Dear Mr Riedler:

Nuvilex, Inc. a Nevada corporation
(“Company”), hereby provides responses to comments issued in a letter dated April 24, 2014 (“Staff’s Letter”)
regarding the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2013 (Form 10-K”), filed with
the Securities and Exchange Commission (“Commission”) on July 29, 2013.

In order to facilitate your review,
we have responded to each of the comments set forth in the Staff’s Letter, on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter. As
discussed with the Staff, we propose to file a responsive amendment to the Form 10-K after resolving the issues raised in the comments
below.

Item 1. Business

1.     We note your disclosure that you, SG Austria and Austrianova Singapore Private Limited “are now partners working together
on multiple fronts.” Please expand your disclosure to more specifically describe your partnership activities and arrangements,
including the terms of any material contracts. If any such contracts exist, please also file them as exhibits.

RESPONSE:
In response to the Staff’s comment, we will file the license agreements and the Manufacturing Agreement defined
and discussed below with our next Annual Report on Form 10-K.

12510 Prosperity Drive |
Suite 310 | Silver Spring | Maryland 20904-1643

Office: 917.595.2850 |
Facsimile: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@nuvilex.com

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 2

In
addition, we will modify the following disclosure in Footnote 2 to our financial statements in our future filings:

“Subsequent to the year ending April 30, 2013, on or about
July 11, 2013, Nuvilex completed the purchase of BBB, a prior asset of SG Austria. The shares for both ASPL and Nuvilex held in
escrow were returned to their respective original owners and the 100,000,000 restricted Nuvilex shares have now been returned to
the Company Treasury and are therefore not reflected in the financial statements. BBB is now a wholly owned subsidiary of Nuvilex.
Nuvilex, SG Austria, and ASPL are now partners working together on multiple fronts.”

As modified, this disclosure would read as follows in future
filings:

“On May 26, 2011, the Company entered
into an Asset Purchase Agreement (“SG Austria APA”) with SG Austria Private Limited (“SG Austria”) to purchase
100% of the assets and liabilities of SG Austria. As a result, Austrianova Singapore Private Limited ("Austrianova Singapore")
and Bio Blue Bird AG ("Bio Blue Bird"), wholly-owned subsidiaries of SG Austria, were to become wholly owned subsidiaries
of the Company on the condition that the Company pay SG Austria $2.5 million and 100,000,000 shares of the Company’s Common
Stock and for the Company to receive 100,000 shares of Austrianova Singapore’s common stock and nine Bio Blue Bird bearer
shares.

In June
2011, the Company and SG Austria entered into a First Addendum to the SG Austria APA to extend the due date for the sums to
be paid to SG Austria. In June 2012, the Company and SG Austria entered into the Second Addendum to the SG Austria APA for
the same purpose. In June 2013, the Company and SG Austria entered into a Third Addendum to the SG Austria APA. Under the
terms of the Third Addendum, the transaction contemplated by the SG Austria APA was materially changed. The Third Addendum
provided that the Company was to acquire 100% of the equity interests in Bio Blue Bird and receive a 14.5% equity interest in
SG Austria. In addition, the Company received nine bearer shares of Bio Blue Bird. Under the Third Addendum, the Company
paid: (i) $500,000 to retire all outstanding debt of Bio Blue Bird; and (ii) $1.0 million to SG Austria. The Company paid SG
Austria $1,572,195 in cash in exchange for its 14.5% equity interest. The Third Addendum returned the original 100,000,000
shares of Common Stock to the Company treasury and the 100,000 Austrianova Singapore shares to SG Austria.

The acquisition of Bio Blue Bird provided
the Company with exclusive, worldwide licenses to use a proprietary cellulose-based live-cell encapsulation technology for the
development of treatments for all forms of cancer. The licenses are pursuant to patents licensed from Bavarian Nordic A/S and GSF-Forschungszentrum
fur Umwelt u. Gesundeit GmbH. These licenses enable the Company to carry out the research and development of cancer treatments
that are based upon the live-cell encapsulation technology known as “Cell-in-a-Box®.

12510 Prosperity Drive |
Suite 310 | Silver Spring | Maryland 20904-1643

Office: 917.595.2850 |
Facsimile: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@nuvilex.com

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 3

In July 2013, the Company also acquired
from Austrianova Singapore the exclusive, worldwide license to use the cellulose-based live-cell encapsulation technology for the
development of a treatment for diabetes and the use of Austrianova Singapore’s “Cell-In-A-Box®”
trademark for this technology. The Company made its first $1,000,000 payment to secure its exclusive, worldwide license to use
the encapsulation technology for the treatment of diabetes on October 30, 2013. The second and final payment of $1,000,000 for
the licensing rights for diabetes was made on February 25, 2014, thereby fulfilling all financial obligations required to be met
by the Company under its licensing agreement with Austrianova Singapore.

On March 20, 2014, the Company and Austrianova
Singapore entered into a Manufacturing Framework Agreement (“Manufacturing Agreement”) to perform the cGMP (Current
Good Manufacturing Practices)-compliant encapsulation of live cells to be used for the Company’s clinical trials in patients
with advanced, inoperable pancreatic cancer and associated conditions and other types of cancers and diabetes. The Manufacturing
Agreement has an indefinite term and may not be terminated by either party except in the case of a continuing and material breach
by the other party and failure to cure such within 60 days following written notice or certain events of bankruptcy.

The Company made and initial payment to
Austrianova Singapore in the amount of $323,500 as part of a “set-up fee” to encapsulate the live cells required by
the Company for use in its clinical trials. Austrianova Singapore was contracted to perform the encapsulation because it developed
and matured the entire Cell-in-a-Box® cellulose-based live-cell encapsulation process that the Company plans to
use in its clinical trials. Austrianova Singapore is considered the world’s foremost expert in this unique and proprietary
technology.

The Cell-in-a-Box® encapsulation
of live cells capable of converting the anticancer prodrug ifosfamide into its cancer-killing form will be performed at Austrianova
Singapore’s cGMP manufacturing facilities currently being constructed in Bangkok, Thailand.

Inno Biologics Sdn. Bhd. in Malaysia was
initially contracted to do the initial cloning of the cells that will ultimately be encapsulated using the Cell-in-a-Box® technology
and then used together with ifosfamide as Nuvilex’s pancreatic cancer treatment. The goal was to produce up to 100 clones
from which the 5-10 best would be selected for use in our encapsulation process. These clones would be used for expanding the cells
to obtain the large numbers that would be needed for clinical trials or stored for safekeeping around the globe or used for other
purposes. Due to a problem that occurred during the initial cloning process, it has been necessary for Inno Biologics to begin
the cloning process again. This is now underway pursuant to a Master Services Agreement. In order that a “fail-safe”
mechanism for the cloning process be instituted, ViruSure GmbH in Vienna, Austria has been contracted to prepare a limited number
of clones that can be stored for possible future expansion should there be any other problems at Inno Biologics. ViruSure was also
selected to expand the clones of cells obtained from Inno Biologics into a Master Cell Bank (“MCB”) and from that a
Working Cell Bank (“WCB”) to supply the large numbers of cells needed for the clinical trials and other purposes. Nuvilex
has already entered into a Master Services Agreement with ViruSure to develop the MCB and the WCB.

12510 Prosperity Drive |
Suite 310 | Silver Spring | Maryland 20904-1643

Office: 917.595.2850 |
Facsimile: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@nuvilex.com

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 4

The principal developers of the Cell-in-a-Box®
live cell encapsulation technology, Dr. Walter H. Günzburg and Dr. Brian Salmons, are officers of SGAustria and /or Austrianova
Singapore Pte. Ltd. Since before the filing of the 10-K on July 29, 2013 and well before the execution of the Manufacturing Framework
Agreement referred to above, a close personal and professional relationship has grown steadily between these individuals and officers
of Nuvilex. In fact, Drs. Günzburg and Salmons together are serving as if they were Nuvilex’s Chief Scientific Officer(s),
and are so in all but name only. Nuvilex’s relationship with Drs. Günzburg and Salmons has flourished to the point where
it is now a “partnership" in all but legal terms. The success of SG Austria/Austrianova Singapore and the Company are
co-dependent in almost every respect.

As evidence of the above, Drs. Günzburg and Salmons are
intimately involved in all of the scientific endeavors underway and being planned by Nuvilex. These endeavors include preclinical
and clinical studies to be conducted in the US on behalf of the Company by Translational Drug Development (TD2), one of the most
reputable Contract Research Organizations (CROs) in this country specializing in oncology. These studies concern determining the
effectiveness of our pancreatic cancer treatment in ameliorating the virtually untreatable pain that is associated with advanced
pancreatic cancer and the effects of the treatment on the rate of accumulation of fluid, known as malignant ascites, that occurs
in patients with this disease. Also in the cancer area, Drs. Günzburg and Salmons will be intimately involved in the Company’s
Phase 2b clinical trial that will be conducted in Australia by one of the foremost CROs (Clinical Network Services, “CNS”)
in that country because, in addition to being architects of the Cell-in-a-Box® technology and of Nuvilex’s
pancreatic cancer treatment, they: (i) were both involved in the original Phase 1/2 clinical trials in advanced pancreatic cancer
that were carried out several years ago in Europe; and (ii) are very familiar with CNS and the personnel that will be involved
in the Phase 2b trial. Furthermore, Drs. Günzburg and Salmons have committed to fulfilling a major role in the development
of Nuvilex’s diabetes treatment that is based on the Cell-in-a-Box® technology and Gunzburg and Salmons have
agreed to function as the “Chief Scientific Officers” of Nuvilex for its preclinical studies and clinical trials in
diabetes. In this regard, Drs. Gunzburg and Salmons have introduced Nuvilex to every participant in and component of its program
to develop a medical breakthrough in how diabetes will be treated in the future. Researchers at a major university in Australia,
introduced to Nuvilex by Drs. Günzburg and Salmons, have developed insulin-producing cells from a human hepatocellular carcinoma
cell line. These cells have been exhaustively tested in vitro and found to be capable of producing insulin in direct correlation
to the amount of glucose in their surroundings. Negotiations are underway between Nuvilex and that university for an exclusive,
worldwide license to use these insulin-producing cells in combination with the Cell-in-a-Box® technology in developing a product
for the treatment of insulin-dependent diabetes. This license is contingent on the insulin-producing cells passing a tumorigenicity
test that will be conducted by the University of Veterinary Medicine, Vienna (“UVMV”) where Dr. Günzburg is a
professor in the Department Virology. He will coordinate all of the work for Nuvilex being done by UVMV. This test will show whether
or not these particular cells have the capacity to form tumors.

12510 Prosperity Drive |
Suite 310 | Silver Spring | Maryland 20904-1643

Office: 917.595.2850 |
Facsimile: 917.595.2851 | Mobile: 917.595.2852 | kwaggoner@nuvilex.com

Mr. Jeffrey P. Riedler

Assistant Director

Securities and Exchange Commission

Page 5

Since, Drs. Walter H. Günzburg and Salmons, developers
of the Cell-in-a-Box® technology, have previously worked with these insulin-producing cells and they have them in frozen storage,
the Australian university was approached to obtain permission for these stored cells to be used for tumorigenicity testing. A letter
authorizing the use of these insulin-producing cells for tumorigenicity testing has been received from that institution. The tumorigenicity
of the cells will be determined at the UVMV. A Collaborative Research Agreement between Nuvilex and the UVMV is in the final stages
of negotiations so that the tumorigenicity studies can commence.

The possibility that Nuvilex might conduct some animal studies
in diabetes at the UVMV was the subject of discussions recently with principals at that institution. Nuvilex has prepared a draft
of Collaborative Research Agreement for this purpose which is under review. Nuvilex will finalize this Collaborative Research Agreement
with the UVMV in the near future.

In the majority of diabetes animal models used by others, the
diabetic condition is induced by employing drugs to destroy the normal insulin-producing capability of the pancreas in those animals.
The University of Munich (“UOM”) in Germany operates a 5-million Euro animal farm that houses animals for research
purposes. Scientists at the UOM have developed unique transgenic mouse and pig models of diabetes. Through the use of gene transfer
technologies, mice and pigs that are diabetic at birth have been developed. These model systems probably more closely mimic Type
1 diabetes in humans than any other model systems available world-wide. Through introductions by Drs. Günzburg and Salmons,
the investigators at UOM will join the Nuvilex team of doctors and scientists developing treatment for diabetes using the Cell-in-a-Box®
technology. Nuvilex plans to enter into a Collaborative Research Agreement with the UOM as a first step in the process.

Nuvilex is in the process of developing a Diabetes Consortium
as a result of the introductions by Drs. Gunzburg and Salmons that occurred during the Company’s recent trip to Europe. Principals
of Nuvilex and some of the institutions identified above explored the possibility of joining this Diabetes Consortium. The various
institutions noted above would be part of this Consortium, as would Dr. Walter H. Gunzburg and Dr. Brian Salmons through their
consulting company, Vin-de-Bona Trading Co. Pte. Ltd. The consensus among individuals that could be involved was that the formation
of a Diabetes Consortium would be beneficial to all parties and may be a way of optimizing the development of Nuvilex’s diabetes
product given the free nature of communication that would occur within such a Consortium. Dr. Matthias Löhr, the noted European
gastroenterologist and oncologist who will play a major role in the development of Nuvilex’s pancreatic cancer treatment,
also has a significant interest in the treatment of diabetes. Accordingly, Dr. Löhr would also play a prominent role

CORRESP
1
filename1.htm

NUVILEX, INC.

12510 Prosperity Drive, Suite 310

Silver Spring, Maryland

20904

May 5, 2014

Ms. Christina De Rosa

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Nuvilex, Inc.

Form 10-K for the fiscal year ended April 30, 2013

Filed July 29, 2013

File No. 333-68008

Dear Ms. De Rosa:

This is in reference to the comment letter issued by the Staff
of the Securities and Exchange Commission on April 24, 2014 relating to our Form 10-K for the fiscal year ended April 30, 2013
(“Comment Letter”). I was in Europe on business for Nuvilex at the time of our first telephone conversation about the
Comment Letter and am unable to return to my office in Silver Spring, Maryland until May 6. This results in me not being in a position
to commence preparing our response until that time. In line with our conversation this morning, we respectfully request an extension
of time to respond to the Comment Letter until May 24, 2014.

Very truly yours,

NUVILEX, INC.

By:   /s/ Kenneth L. Waggoner_______

Name: Kenneth L. Waggoner

Title: Chief Executive Officer, President and General Counsel

CORRESP
1
filename1.htm

NUVILEX, INC.

12510 Prosperity Drive, Suite 310

Silver Spring, Maryland

20904

May 2, 2014

Ms. Christina De Rosa

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

    Re:

    Nuvilex, Inc.

Form 10-K for the fiscal year ended April 30, 2013

Filed July 29, 2013

File No. 333-68008

Dear Ms. De Rosa:

As we discussed last Friday, I am in receipt of the comment letter
issued by the Staff of the Securities and Exchange Commission on April 24, 2014 relating to our Form 10-K for the fiscal year ended
April 30, 2013 (“Comment Letter”). As I explained, I was in Europe on business for Nuvilex at the time of our call
and am unable to return to my office in Silver Spring, Maryland until May 5. This results in me not being in a position to commence
preparing our response until that time. Accordingly, we respectfully request an extension of time to respond to the Comment Letter
until June 9, 2014.

Very truly yours,

NUVILEX, INC.

By:   /s/ Kenneth L. Waggoner_______

Name: Kenneth L. Waggoner

Title: Chief Executive Officer, President and General Counsel

April 24, 2014

Via E -mail
Kenneth L. Waggoner
Chief Executive Officer and President
Nuvilex, Inc.
12510 Prosperity Drive
Suite 310
Silver Spring, Maryland 20904

Re: Nuvilex, Inc.
 Form 10-K
Filed July 29, 2013
File No. 333 -68008

Dear Mr. Waggoner :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstance s or do not
believe an amendment is appropriate, please tell us why in your response.

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

Item 1.  Business

1. We note your disclosure that you, SG Austria and Austrianova Singapore Private Limited
“are now partners working together on multiple fronts.”  Please expand your disclosure to
more specifically describe your partnership activities and arrangeme nts, including the
terms of any material contracts.  If any such contracts exist, please also file them as
exhibits.

Kenneth L. Waggoner
Nuvilex, Inc.
April 24, 2014
Page 2

 Cell Therapy Product Development , page 5

2. We note your reference to the “successfully” completed Phase 1/2 studies of your live -
cell encapsulation technology in the treatment of pancreatic cancer.  Please expand your
description of these trials to provide specific details, parameters and results of the studies,
including:

 Date(s) of trials and location;
 Identity of trial sponsor(s);
 Trial design (e.g., single -arm, open label);
 Patient information (e.g., number of  patients enrolled and treated and the criteria
for participation in the study);
 Duration of treatment and dosage information (both amount and frequency);
 Specific clinical endpoints established by the trial protocol;
 Observational metrics utilized and the actual results observed;
 Comparisons to standard of care; and
 Conclusions drawn and the extent to which the data suggested safety and/or
efficacy, including whether stati stical significance was demonstrated.  Please
include a brief discussion of the importance and use of statistical significance in
clinical trial analytics, including a discussion of “p -values”

Patents, Intellectual Property and Trade Secrets, page 9

3. We note your statement that “Nuvilex and its subsidiaries…own, co -own or have
exclusive worldwide licensing rights to numerous patents in multiple countries over four
technical areas:  live cell encapsulation, pigment modification, microencapsulation and
disinfectant/germicidal compositions.”   For each of these technical areas, please expand
your disclosure to provide your material patents and any pending patent applications to
the extent you have not already done so, including the following:

 A list of speci fic products, product groups and technologies to which such patents
relate;
 Whether such patents are owned or licensed from third parties;
 Type of patent protection such as composition of matter, use or process;
 Patent expiration dates;
 Identification of a ll applicable jurisdictions, including non -U.S.; and
 Contested proceedings and/or third -party claims

4. We note your discussion of your rights to the material patents owned by Bavarian Nordic
and GSF.  Please  file any agreements governing these rights betwee n Bio Blue Bird or
other related entities and Bavarian Nordic and GSF, as well as any other  material license
agreements, as exhibits pursuant to Item 601(b)(10) of Regulation S -K.  In addition,

Kenneth L. Waggoner
Nuvilex, Inc.
April 24, 2014
Page 3

 please provide a detailed  discussion of any such  agreement(s) that sets forth  the material
terms of the agreement(s).  These include the following, as applicable:

 Nature and scope of the intellectual property transferred;
 Duration of agreement and of any royalties owed;
 Termination provisions;
 Investment features or share purchases; and
 A description of any other material  rights and obligations of the parties , including
material payment obligations, which may include:

o Aggregate amounts paid or received to date under agreement;
o Aggregate future  potential milestone payments to be paid or received;
o Royalty rates;
o Profit or revenue -sharing provisions; and
o Minimum purchase requirements, if applicable

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
Recent Issuance of Unregistered Securities, page 16

5. In compliance with Item 701 of Regulation S -K, for each issuance of unregistered
securities within the past three years,  please name the persons or identify the class of
persons to whom  the securities were sold and indicate  the section of the Securities Act or
the rule of the Commission under which exemption from registration was claimed and
state briefly the facts relied upon to make the exemption available.

Item 11. Executive Compensa tion, page 39

6. Please provide all of the disclosure required by Item 402(p) of Regulation S -K,
“Outstanding Equity Awards at Fiscal Year -End.”

Item 15. Exhibits, page 44

7. Please file the employment agreements of all of your named executive officers, including
Patricia Gruden, Dr. Robert F. Ryan and Dr. Gerald W. Crabtree as exhibits to your Form
10-K and include such in your list of exhibits.

8. We note that the Third Addendu m to Asset Purchase Agreement by and between Nuvilex
and SG Austria, dated June 25, 2013 and listed as Exhibit 2.6 to your Form 10 -K
(incorporated by reference to Form 8 -K filed July 17, 2013) omits well over one hundred
pages of the agreement.  Please ref ile this agreement in its entirety.  If you wish to
request confidential treatment under Exchange Act Rule 24b -2, you may do so by following
the procedures set forth in the Division of Corporation Finance’s Staff Legal Bulletin 1A,
available at http://www. sec.gov/interps/legal/slbcf1r.htm.

Kenneth L. Waggoner
Nuvilex, Inc.
April 24, 2014
Page 4

 Item 13. Certain Relationships and Related Transactions, and Director Independence, page 43

9. Please provide all of the disclosure required by Item 404 of Regulation S -K,
“Transactions with Related Persons.” Specifically, you must disclose the information
required by Item 404(a) with respect to all qualifying transactions since the beginning of
your last fiscal year and provided information concerning your policy and procedures for
reviewing and approving related party tran sactions required by Item 404(b).

Signatures, page 46

10. Please amend your 10 -K to provide the signature of your Principal Accounting Officer.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be cert ain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible fo r the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the fil ing;

 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 Co mmission or any person under the federal securities laws of the United States.

Please contact Christina De Rosa at (202) 551 -3577, Dan Greenspan  at (202) 551 -3623  or
me at (202) 551 -3715  with any  questions.

Sincerely,

 /s/ Daniel Greenspan for

 Jeffrey P. Riedler
Assistant Director

March 1, 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 completed our review of your f iling.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or th e filing and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi ling to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Joel Parker
Joel Parker Accounting Branch Chief

CORRESP
1
filename1.htm

SEC response    February 29, 2012

 Joel Parker/Assistant Branch Chief

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of February 21, 2012

 File No. 333-68008

 Mr. Parker:

 Please accept the following response to your comment letter dated February 21, 2012. An amended Form 8-K has been filed in combination with this response letter to address the Commission’s concerns expressed in your letter.

 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 required 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”.

 Answer: The Registrant added dismissal disclosure as required by Item 304(a)(1)(i) of Regulation S-K in the Form 8-K/A filed on February 29, 2012.

 2. Please revise the second paragraph of your filing to state whether during the two most

 recent fiscal years and any subsequent interim 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 only goes through February 1, 2012.

 Answer: The Registrant added interim period disclosure through February 9, 2012 in the Form 8-K/A filed on February 29, 2012.

 3. Item 304(a)(1)(ii) of Regulation S-K requires a statement whether the accountant's report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion, modification or qualification. This would 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 fiscal years ended April 30, 2011 and April 30, 2010. Please revise your disclosure to provide a description of the nature of their conclusion.

1

 Answer: The Registrant added going concern disclosure in the Form 8-K/A filed on February 29, 2012.

 4. Please revise the third paragraph of your filing to specify the subsequent interim period as the interim period through the date of engagement which was February 10, 2012. Your

 current disclosure only goes through February 9, 2012.

 Answer: The Registrant added interim period disclosure through February 10, 2012 in the Form 8-K/A filed on February 29, 2012.

 5. To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with the statements made in your revised Form 8-K.

 Answer: The Registrant incorporated an updated Exhibit 16 letter in the Form 8-K/A filed on February 29, 2012.

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Dr. Robert Ryan

 Dr. Robert Ryan

 Chief Executive Officer

 2

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

June 20, 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
  Filed on December 29, 2010
  Form 10-Q for Fiscal Quarter Ended July 31, 2010
  Filed on January 14, 2011, Amended on April 26, 2011
  Form 10-Q for Fiscal Quarter Ended October 31, 2010
  Filed on January 28, 2011, Amended on April 26, 2011
  File No. 333-68008

Dear Ms. Gruden:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
 Sincerely,
  /s/ Gus Rodriguez
Gus Rodriguez
Accounting Branch Chief

CORRESP
1
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Response letter    June 8, 2011

 Jim Rosenberg/Senior Assistant Chief Accountant

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of June 3, 2011

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

 Forms 10-Q for the Quarters Ended July 31 and October 31, 2010

 File No. 333-68008

 Mr. Rosenberg:

 This correspondence is in response to your letter dated June 3, 2011 in reference to our filings Form 10-K for the year ended April 30, 2010 and Form 10Q for the quarters ended July 31 and October 31, 2010 on the behalf of Nuvilex, Inc., File No. 333-68008.

 Please accept the following responses and note that Registrant filed amended Forms 10-Q/A on June 8, 2011.

 1.

 Registrant has amended Item 4 for Part I of Form 10-Q for both the quarter ended July 31, 2010 and October 31, 2010 to state that Registrant’s certifying officers have evaluated our internal controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e).  Further, Registrant notes that Exchange Act Rules 13a-15(e) and 15d-15(e) are referenced in the disclosure.

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Patricia Gruden

 Patricia Gruden

 Interim Chief Financial Officer

June 3, 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 reviewed your April 27, 2011 response to our February 15, 2011 letter as well
as your amendments filed on April 26, 2011 to the above referenced filings and have the
following comment.

Please respond to this letter within ten business days by amending your filings or by
advising us when you will provide the requested  response.  If you do not believe the comment
applies to your facts and circumst ances, please tell us why in your response.  Please furnish us a
letter on EDGAR under the form type label CORR ESP that keys your response to our comment.

After reviewing the information provided, we may raise additional comments and/or
request that you amend your filing.

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

1. Your Item 4T disclosures do not comply w ith the language in Item 307 of Regulation S-
K.   You included reports on your internal c ontrol over financial reporting under item 4T
of your referenced filings.  A discussion of  whether or not your certifying officers
evaluated your disclosure c ontrols and procedures, as defined in Exchange Act Rules
13a-15(e) and 15d-15(e) at the end of the periods covered by your reports is however not
included.  Please amend your July 31, 2010 and October 31, 2010 quarterly filings to
definitively state whether your disclosure c ontrols and procedures were evaluated and
found effective or ineffective at  the end of the periods covered by the reports.  Please
reference the Exchange Act Rules 13a-15(e) and 15d-15(e) in your re vised disclosures.

Ms. Patricia Gruden
Nuvilex, Inc.         June 3, 2011 Page 2
  You may contact Ibolya Igna t, Staff Accountant at (202)  551-3656, or Gus Rodriguez,
Accounting Branch Chief, at (202) 551-3752 if you have questions regarding the comment.  In
this regard, do not hesitate to contact me, at (202) 551-3679.

Sincerely,

Jim B. Rosenberg
Senior Assistant Chief Accountant

April 28, 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 completed our review of your fili ng and do not have any further comments at
this time.
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

CORRESP
1
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September __, 2010    April 26, 2011

 Jim Rosenberg/Senior Assistant Chief Accountant

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of February 15, 2011

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

 Forms 10-Q for the Quarters Ended July 31 and October 31, 2010

 File No. 333-68008

 Mr. Rosenberg:

 This correspondence is in response to your letter dated February 15, 2011 in reference to our filings Form 10-K for the year ended April 30, 2010 and Form 10Q for the quarters ended July 31 and October 31, 2010 on the behalf of Nuvilex, Inc., File No. 333-68008.

 Please accept the following responses and note that Registrant filed amended Form 10-K/A and Forms 10-Q/A on April 26, 2011.

 1.

 Registrant amended Note 1of Form 10-K to reflect that the independent appraisal was used to assist management with its valuation so as to avoid the false impression that the appraisal numbers formed the entire basis of management’s decision or that the restated amounts were taken directly from the appraiser.

 2.

 Registrant has amended the Statement of Operations in Form 10-K to list the loss on impairment as part of income from operations.

 3.

 Registrant has amended Item 4 for Part I of Form 10-Q for both the quarter ended July 31 and October 31, 2010 to definitively state that Registrant’s internal controls and procedures were ineffective as of the respective dates.  Further, Registrant notes that Exchange Act Rules 13a-15(e) and 15d-15(e) are referenced in the disclosure.

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Patricia Gruden

 Patricia Gruden

 Interim Chief Financial Officer

CORRESP
1
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    April 27, 2011

 Vanessa Robertson/Staff Accountant

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of March 7, 2011

 Item 4.02 Form 8-K

 Filed March 2, 2011

 File No. 333-68008

 Ms. Robertson:

 This correspondence is in response to your letter dated February 2, 2011 in reference to our filing of 4.02 on Form 8-K filed March 2, 2011 on the behalf of Nuvilex, Inc., File No. 333-68008.

 Please accept the following responses and note that Registrant filed amended Form 8-K/A on April 26, 2011.

 1.

 Registrant has amended the Form 8-K to indicate the name of the independent registered public accounting firms that it discussed the error with prior to determining that a restatement was necessary.  Further, the Form 8-K was amended to disclose in more detail the nature of the error.  Registrant did not disclose information provided by the auditors relative to the error since the auditors did not provide any information apart from requesting that Registrant review GAAP with respect to purchase accounting.  Registrant detected the error and notified the auditor.

 2.

 Registrant has revised the disclosed in Form 8-K to include a statement as to the status of restatement of January 31, 2010 financial statements.

 3.

 Registrant has filed an updated Exhibit 16 letter from the auditors as requested pursuant to Item 4.02(c) of Form 8-K as an exhibit to Form 8-K/A filed April 26, 2011.

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Patricia Gruden

 Patricia Gruden

 Interim Chief Financial Officer

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

CORRESP
1
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    March 2, 2011

 Vanessa Robertson/Staff Accountant

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of February 2, 2011

 Item 4.02 Form 8-K

 Filed January 31, 2011

 File No. 333-68008

 Ms. Robertson:

 This correspondence is in response to your letter dated February 2, 2011 in reference to our filing of 4.02 on Form 8-K filed January 31, 2011 on the behalf of Nuvilex, Inc., File No. 333-68008.

 Please accept the following responses and note that Registrant filed amended Form 8-K/A on March 2, 2011.

 1.

 Registrant was notified by its independent certified accountants, M&K CPA’s on August 16, 2010 that an 8-K of non-reliance would need to be filed for the financial statements for the year ended April 30, 2009.  This information has been included in the amended Form 8-K/A filed March 2, 2011.  Registrant has included a brief description of the information provided by the auditors and has revised the date of the Form 8-K to reflect the date Registrant was notified of the required restatement (the Date of Earliest Event Reported).

 2.

 Registrant acknowledges that the delinquency in filing Form 8-K may impact its eligibility for filing Form S-3.

 3.

 Registrant has amended the Form 8-K to reflect all periods for which the previously filed financial statements should no longer be relied upon.

 4.

 Registrant has amended the Form 80K to include disclosure that the Board of Directors and Registrant’s officers have discussed with the independent auditors the matters discussed in Form 8-K/A.

 5.

 Registrant has provided its independent auditors with copies of all disclosures and with the proposed restated financial statements.  M&K indicated in their letter, filed herewith, that they were able to rely upon the restated financial reports.    A letter from the independent auditors pursuant to Item 4.02(c) of Form 8-K has been filed as an exhibit to Form 8-K/A filed March 2, 2011.

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Patricia Gruden

 Patricia Gruden

 Interim Chief Financial Officer

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

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

CORRESP
1
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Converted by EDGARwiz    January 31, 2011

 Vanessa Robertson/Staff Accountant

 United States

 Securities and Exchange Commission

 100 F. Street, N.W.

 Mail Stop 4561

 Washington, D.C. 20549-3561

 RE:

 Nuvilex, Inc.

 Your Letter of January 20, 2011

 Item 4.02 Form 8-K

 Filed January 14, 2011

 File No. 333-68008

 Ms. Robertson:

 This correspondence is in response to your letter dated January 20 2010 in reference to our filing of 4.02 on Form 8-K filed January 14, 2011 on the behalf of Nuvilex, Inc., File No. 333-68008.

 Please accept the following responses and note that Registrant filed amended Form 8-K/A on January 31, 2011.

 Registrant acknowledges the omission of failing to discuss the restatement of its financial statements in Item 4.02 of Form 8-K.  The restatement resulted from the recommendations by the Company’s independent certified public accountants following a change in auditors. The Company has subsequently made a review of its internal accounting policies and made changes to help ensure that future financial reporting is accurate and timely. The Company’s amended Form 8-K/A filed January 31, 2011 contains the information required in the instructions to Items 402 (b) and (c).

 Registrant wishes to acknowledge the following:

 ·

 The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

 ·

 Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

 ·

 The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

 Respectfully submitted,

 /s/ Patricia Gruden

 Patricia Gruden

 Interim President

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

CORRESP
1
filename1.htm

September __, 2010

September 29, 2010

Vanessa Robertson/Staff Accountant

United States

Securities and Exchange Commission

100 F. Street, N.W.

Mail Stop 4561

Washington, D.C. 20549-3561

RE:

Nuvilex, Inc.

Your Letter of September 20, 2010

Item 4.02 Form 8-K

Filed September 15, 2010

File No. 333-68008

Ms. Robertson:

On September 28, 2010, Tim Matula, a member of the board of directors of Nuvilex, Inc., contacted you acknowledging receipt of the SEC letter dated September 20, 2010.  Please let this letter serve as written confirmation that the Director requested an extension in responding to the letter, which was granted to October 19, 2010 by you.

Registrant wishes to acknowledge the following:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing.

·

Staff comments, or changes to disclosures in response to staff comments in filings disclosed to the Staff, do not foreclose the Commission from taking any action with respect to the filing.

·

The Company may not assert the Staff comments as a defense in any proceeding initiated by the Commission or by any person under the Federal Securities Laws.

Respectfully submitted,

/s/ Patricia Gruden

Patricia Gruden

Interim President

September 20, 2010
 Martin Schmieg Chief Executive Officer
Nuvilex, Inc.
1971 Old Cuthbert Road
Cherry Hill, NJ 08034

Re: Nuvilex, Inc.
Item 4.02 Form 8-K   Filed September 15, 2010
  File No. 333-68008

Dear Mr. Schmieg:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand 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 comments apply to your facts and circ umstances 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 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 revise your disclosure to clarify th e date that the Company was informed by
Gruber & Company, LLC that they had no associ ation with Mr. Corso and that it did not
render any opinion concerning the co mpany’s financial statements.

2. Since it appears that Gruber & Company, LLC issu ed audit reports prior to the fiscal year
ended April 30, 2008, please revise your disclo sure to clarify all of the financial
statements that should no longer be relied upon.  Please note that th is would include the
dates of all the interim financial statements that should no longer be relied upon as well.
Please revise your disclosure to clarify the specific financial statements and years or
periods covered that you plan on restating.

Martin Schmieg
Nuvilex, Inc.
September 20, 2010
Page 2

3. Please explain to us why Gruber & Company, LL C signed the letter attached as Exhibit
16.1 with the Form 8-K/A filed on 3/29/10 si nce the company has now been informed
that Gruber & Company, LLC did not rende r an opinion regarding the financial
statements.    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

Via Facsimile and U.S. Mail Mail Stop 4720                                                                                                   March 30, 2010   Martin Schmieg Chief Executive Officer
Nuvilex, Inc.
1971 Old Cuthbert Road
Cherry Hill, NJ  08034

Re: Nuvilex, Inc.
 Item 4.01 Form 8-K
 Filed March 9, 2010
 File No. 333-68008

Dear Mr. Schmieg:

 We have completed our review of your Form 8-K and have no further
comments at this time.

        S i n c e r e l y ,
           J i m  P e k l e n k          S t a f f  A c c o u n t a n t

CORRESP
1
filename1.htm

    corresp.htm

Nuvilex, Inc.

1971 Old Cuthbert Road

Cherry Hill, New Jersey  08034

March 26, 2010

VIA ELECTRONIC TRANSMISSION

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C.  20549

Attention:  Vanessa Robertson, Staff Accountant

Re:

Nuvilex, Inc. -- Form 8-K filed on March 9, 2010 (File No. 333-68008)

Dear Ms. Robertson:

We are in receipt of the letter dated March 11, 2010 (the “Comment Letter”), including comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) to the Form 8-K (File No. 333-68008) filed by Nuvilex, Inc., a Nevada corporation (the “Registrant”), on March 9, 2010 (the “Form 8-K”).  Set forth below are the Registrant’s responses to the Staff’s comments.  The numbers associated with the headings and responses set forth below correspond to the numbered comments in the letter from the Staff.

Item 4.01(a)

1.

Please revise the second paragraph of your filing to state whether during the two most recent fiscal years and any subsequent interim period preceding such 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 March 8, 2010.  Your current disclosure only goes through October 31, 2009.

Response:  The disclosures have been revised in response to the Staff’s comment.

2.

Please revise the third paragraph of your filing to specify the subsequent interim period as the interim period through the date of engagement which was March 8, 2010.  Your current disclosure only goes through March 1, 2010.

Response:  The disclosures have been revised in response to the Staff’s comment.

3.

Item 304(a)(1)(ii) of Regulation S-K requires a statement whether the accountant’s report on the financial statements for either of the past two years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles; and a description of the nature of each such adverse opinion, disclaimer of opinion modification or qualification.  This would include disclosure of uncertainty regarding the ability to continue as a going concern in the accountant’s report.  It appears Gruber & Company, LLC disclosed an uncertainty regarding your ability to continue as a going concern in your Form 10-K filed August 13, 2009.  Please revise your disclosure to provide a description of the nature of their conclusion.

Response:  The disclosure has been revised in response to the Staff’s comment.

4.

To the extent that you make changes to the Form 8-K to comply with our comments, please obtain and file an updated Exhibit 16 letter from the former accountant stating whether the accountant agrees with the statements made in your revised Form 8-K.

Response:  The Registrant notes the Staff’s comment and respectfully advises the Staff that it is filing an updated Exhibit 16 letter with Amendment No. 1 to Form 8-K.

*           *           *

As specifically requested by the Commission, the Registrant acknowledges that:

●

the Registrant is responsible for the adequacy and accuracy of the disclosure 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 Registrant may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or require any additional information with respect to any of the matters discussed in this letter, please call the undersigned at (856) 354-0707 or Jennifer A. DePalma, Esq. at (650) 473-2670.

Sincerely,

/s/ Martin Schmieg

Martin Schmieg

Chief Executive Officer

cc:

Jennifer A. DePalma, Esq., O’Melveny & Myers LLP

2

CORRESP
1
filename1.htm

    nuvilex_corresp.htm

Nuvilex, Inc.

1971 Old Cuthbert Road

Cherry Hill, New Jersey  08034

March 18, 2010

Securities and Exchange Commission

Division of Corporate Finance

Washington, D.C.  20549

Attention:  Vanessa Robertson, Staff Accountant

Re:

Nuvilex, Inc. -- Form 8-K filed on March 9, 2010 (File No. 333-68008)

Dear Ms. Robertson:

This request is in relation to the letter dated March 11, 2010 (the “Comment Letter”), including comments from the staff of the Securities and Exchange Commission to the Form 8-K (File No. 333-68008) filed by Nuvilex, Inc., a Delaware corporation, on March 9, 2010.

We respectfully request an extension to March 26, 2010 to provide a response to the Comment Letter.

Please do not hesitate to call the undersigned at (856) 354-0707 or Jennifer A. DePalma, Esq. of O’Melveny & Myers LLP, legal counsel to Nuvilex, Inc., at (650) 473-2670, regarding this matter.

Sincerely,

/s/ Martin Schmieg

Martin Schmieg

Chief Executive Officer

cc:

Jennifer A. DePalma, Esq., O’Melveny & Myers LLP

Via Facsimile and U.S. Mail Mail Stop 4720         March 11, 2010  Martin Schmieg Chief Executive Officer Nuvilex, Inc. 1971 Old Cuthbert Road Cherry Hill, NJ 08034

Re: Nuvilex, Inc.
Item 4.01 Form 8-K   Filed March 9, 2010
 File No. 333-68008
Dear Mr. Schmieg:
 We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comments are inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in your explanation.
After reviewing this information, we may raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to call us at the telephone number listed at  the end of this letter.
 Item 4.01(a)

 1. Please revise the second paragraph of your  filing to state whether during the two
most recent fiscal years and any subs equent interim period preceding such
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 March 8, 2010.  Your  current disclosure only goes through
October 31, 2009.

Martin Schmieg
Nuvilex, Inc. March 11, 2010 Page 2  2. Please revise the third paragraph of your filing to specify the subsequent interim
period as the interim period through the da te of engagement which was March 8,
2010. Your current disclosure only goes through March 1, 2010.
 3. Item 304(a)(1)(ii) of Regulation S- K requires a statement whether the
accountant's report on the financ ial statements for either of the past two years
contained an adverse opinion or a disc laimer of opinion or was qualified or
modified as to uncertainty, audit scope or accounting principles; and a description
of the nature of each such adverse opin ion, disclaimer of opinion, modification or
qualification.  This would include disclosu re of uncertainty regarding the ability
to continue as a going con cern in the accountant’s report .  It appears Gruber &
Company, LLC disclosed an uncertainty re garding your ability to continue as a
going concern in your Form 10-K file d August 13, 2009. Please revise your
disclosure to provide a description of the nature of their conclusion.

4. To the extent that you make changes to the Form 8-K to comply with our
comments, please obtain and file an upda ted Exhibit 16 letter from the former
accountant stating whether the accountant ag rees with the statements made in
your revised Form 8-K.
   As appropriate, please amend your fili ng and respond to these comments within
five business days or tell us when you will re spond.  You may wish to provide us with
marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters  greatly facilitate our review.  Please
understand that we may have additional comm ents after reviewing your amendment and
responses to our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure 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 federal securities laws of the United

Martin Schmieg
Nuvilex, Inc. March 11, 2010 Page 3
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.     If you have any questions, please call me at (202) 551-3649.
         S i n c e r e l y ,            Vanessa Robertson        S t a f f  A c c o u n t a n t

Mail Stop 3561

        June 28, 2007

BY U.S. MAIL and FACSIMILE

Ms. Patricia Gruden
  President and Chief Executive Officer
EFOODSAFETY.COM, INC.
7702 E. Doubletree Ranch Road, Suite 300
Scottsdale, Arizona  85258

 Re: eFoodSafety.com, Inc.
  Item 4.01 Form 8-K
  Filed June 21, 2007
  File No. 333-68008

Dear Ms. Gruden:

 We have reviewed the above referenced filing for compliance with the requirements with
respect to the Item 4.01 disclosures of the Form 8-K and have the following comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or on any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

 Pursuant to Rule 101(a)(3) of Regulation S-T, your response should be submitted via EDGAR, under the label “corresp,” within five business days of the date of this letter.  Please note that if you require longer than five busin ess days to respond, you should contact the staff
immediately to request additional time.

Ms. Patricia Gruden
eFoodSafety.com, Inc.
June 28, 2007
Page 2

Item 4.01 Changes in Registrant’s Certifying Accountants

PCAOB and New Auditors

1. We note that on June 19, 2007 you engaged the accounting firm of E. Randall Gruber,
CPA, PC to audit your financial statements.  We also note that the firm of E. Randall Gruber, CPA, PC has not applied for registration with the Public Company Accounting Oversight Board (PCAOB).  Section 102 of the Sarbanes-Oxley Act of 2002 makes it unlawful after October 22, 2003 for any person that is not a registered public accounting firm (i.e. registered with the PCAOB) to prepare or issue, or to participate in the preparation or issuance of, any audit report (or review report) with respect to any issuer.  You must engage a new accountant that is a publicly registered accounting firm to perform review or audit work for the company.  Please file a new Item 4.01 Form 8-K after you have engaged new accountants that are registered with the PCAOB.  Provide all of the disclosures required by Item 304 of Regulation S-K regarding the period of engagement of E. Randall Gruber, CPA, PC which should include an Exhibit 16 letter from E. Randall Gruber, CPA, PC.

2. Also, please advise whether your newly engage d accountant is planning to register with
the Public Company Accounting Oversight Board (PCAOB).  If your new accountant submits an application for registration with the PCAOB, the PCAOB will take action on their application for registration not later than 45 days after the date of receipt of the application by the PCAOB.  However, if the PCAOB requests additional information, a new 45-day review period will begin when the requested information is received.  Given
this time frame, if you have not already done so, you should promptly discuss this with your new accountant as they may not be able to issue an audit report on your year-end results in time for the 2007 filing deadlines, or may not be able to perform a interim review in accordance with SAS 100 for your next interim period if they are not registered in time.  As defined under PCAOB Rule 1001(P)(ii), an unregistered firm or accountant cannot be engaged in the preparation or issuance of, or play a substantial role in the preparation or furnishing of, an audit report, other than to issue a consent to the use of an audit report for a prior period.

Ms. Patricia Gruden
eFoodSafety.com, Inc.
June 28, 2007
Page 3

********

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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 connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy and accuracy of the disclosure 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 federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

Closing

 You may contact the undersigned below at (202) 551-3328, if you have questions regarding the above matters.

                                         Sincerely,

        Beverly A. Singleton
        Staff Accountant

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                             RICHARDSON & PATEL LLP
                            10900 WILSHIRE BOULEVARD
                                    SUITE 500
                          LOS ANGELES, CALIFORNIA 90024
                            TELEPHONE (310) 208-1182
                               FAX (310) 208-1154

                               September 21, 2004

VIA EDGAR CORRESPONDENCE & FACSIMILE

Division of Corporate Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attn: Jason Wynn

                  RE:      EFOODSAFETY.COM, INC.
                           REGISTRATION STATEMENT ON FORM SB-2
                           FILE NO. 333-68008

Dear Mr. Wynn:

          On  behalf  of  eFoodSafety.com,   Inc.,  a  Nevada  corporation  (the
"Company"),  we hereby transmit via Edgar Correspondence pursuant to Rule 101(a)
of Regulation S-T, our responses to the  Commission's  letter dated September 9,
2004.

         The Commission  issued a comment  letter dated  September 9, 2004 based
upon the Commission's  review of the Company's  Registration  Statement filed on
August 20,  2004.  The  following  consists of the  Company's  responses  to the
Commission's  comment  letter.  For the  convenience  of the staff,  the Staff's
comment is repeated verbatim with the Company's response immediately following.

ITEM 14.  CONTROLS AND PROCEDURES, PAGE 18

1. The second full  paragraph of this section  indicates that "[t]here have been
no SIGNIFICANT  changes in the Company's  internal  controls or in other factors
since the date of the Chief Executive  Officer's and Chief  Financial  Officer's
evaluation that could  significantly  affect these internal controls,  including
any  corrective  actions with regards to significant  deficiencies  and material
weaknesses."  Revise this  disclosure  to comply with Item 308(c) of  Regulation
S-K.  Specifically,  provide  disclosure  as to  whether  there  have  been "any
changes," as opposed to  "significant  changes."  Consult the last  paragraph of
section II.J. found in Release No. 33-8238 for additional guidance.  Revise this
language in the Forms 10-QSB cited above.

Division of Corporate Finance
Securities and Exchange Commission
Attn: Jason Wynn
September 21, 2004
Page 2

         RESPONSE: The Form 10-KSB and the 10-QSBs cited above have been amended
to reflect that there have been NO CHANGES in the Company's internal controls or
in other  factors  since the date of the  Chief  Executive  Officer's  and Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.

         If you have any questions or further  comments,  please do not hesitate
to contact the undersigned at (310) 208-1182 or via fax at (310) 208-1154.

                                           Very truly yours,

                                           RICHARDSON & PATEL, LLP

                                           By:      /s/ Ryan S. Hong
                                              ----------------------------------
                                                 Ryan S. Hong

cc:      Mr. Clarence W. Karney, Chief Executive Officer

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
September 9, 2004

via U.S. Mail							via facsimile
Mr. Clarence W. Karney					Mr. Ryan Hong, Esq.
Chief Executive Officer					Richardson & Patel LLP
eFoodSafety.com, Inc. 					(310) 208-1154
1370 St. George Circle
Prescott, Arizona 86301

	Re:	eFoodSafety.com, Inc.
		Form SB-2 filed August 20, 2004
		File No. 333-118446

		Form 10-KSB for the period ending April 30, 2004
		Filed August 13, 2004
		File No. 333-68008

		Forms 10-QSB filed August 26, 2003, December 15, 2003 and
		March 15, 2004

Dear Mr. Karney:

We have limited our review of your Form SB-2 and periodic reports and
have the following limited comments. Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as
necessary in your explanation.  In some of our comments, we may ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we may
or may not raise additional comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.
Form 10-KSB for the fiscal year ended April 30, 2004

Item 14. Controls and Procedures, page 18
1. The second full paragraph of this section indicates that "[t]here
have been no significant changes in the Company`s internal controls
or in other factors since the date of the Chief Executive Officer`s
and Chief Financial Officer`s evaluation that could significantly
affect these internal controls, including any corrective actions with
regards to significant deficiencies and material weaknesses."  Revise
this disclosure to comply with Item 308(c) of Regulation S-K.
Specifically, provide disclosure as to whether there have been "any
changes," as opposed to "significant changes."  Consult the last
paragraph of section II.J. found in Release No. 33-8238 for
additional guidance.  Revise this language in the Forms 10-QSB cited
above.
Closing Comments

	Please amend the above filing in response to these comments.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter with your
amendment that keys your responses to our comments and provides any
requested supplemental information.  Detailed cover letters greatly
facilitate our review.  Please file your cover letter on EDGAR.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require for
an informed decision.  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.

	Notwithstanding our comments, in the event you request
acceleration of the effective date of the pending registration
statement, you should furnish a letter, at the time of such request,
acknowledging that

?	should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and
?	the company may not assert this action as defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of your
filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective
date of the registration statement as a confirmation of the fact that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities
Exchange Act of 1934 as they relate to the proposed public offering
of the securities specified in the above registration statement.  We
will act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.  We direct your attention to
Rules 460 and 461 regarding requesting acceleration of a registration
statement.  Please allow adequate time after the filing of any
amendment for further review before submitting a request for
acceleration.  Please provide this request at least two business days
in advance of the requested effective date.

Please direct all questions relating to the above comments to Jason
Wynn, at (202) 824-5665, or in his absence, to Jennifer Zatkowski, at
(202) 942-1911.   Direct all correspondence to the following ZIP
code:  20549-0405.

							Sincerely,

							H. Roger Schwall
							Assistant Director

cc: 	J. Wynn
J. Zatkowski

eFoodSafety.com, Inc.
September 9, 2004
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

eFoodSafety.com, Inc.
September 9, 2004
page 3

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