0001144204-08-014991.txt : 20080313 0001144204-08-014991.hdr.sgml : 20080313 20080313141300 ACCESSION NUMBER: 0001144204-08-014991 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080131 FILED AS OF DATE: 20080313 DATE AS OF CHANGE: 20080313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCIVANTA MEDICAL CORP CENTRAL INDEX KEY: 0001093285 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 222436721 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-27119 FILM NUMBER: 08685821 BUSINESS ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 BUSINESS PHONE: (732) 919-2799 MAIL ADDRESS: STREET 1: 215 MORRIS AVENUE CITY: SPRING LAKE STATE: NJ ZIP: 07762 FORMER COMPANY: FORMER CONFORMED NAME: MEDI HUT CO INC DATE OF NAME CHANGE: 19990816 10QSB 1 v106713_10qsb.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-QSB

(Mark One)

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended January 31, 2008

o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ______ to ______

Commission file number 0-27119

SCIVANTA MEDICAL CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada		22-2436721
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

215 Morris Avenue, Spring Lake, New Jersey 07762

(Address of principal executive offices)

(732) 282-1620

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of February 29, 2008, there were 25,750,444 shares of the Issuer’s common stock, par value $.001 per share, outstanding.

Transitional Small Business Disclosure Format (Check one): Yes o No x

SCIVANTA MEDICAL CORPORATION

INDEX TO FORM 10-QSB

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	1

	Balance Sheets as of January 31, 2008 (unaudited) and October 31, 2007	1

	Statements of Operations (unaudited)
	for the three months ended January 31, 2008 and 2007	2

	Statements of Cash Flows (unaudited)
	for the three months ended January 31, 2008 and 2007	3

	Notes to the Unaudited Financial Statements	4

Item 2.	Management Discussion and Analysis or Plan of Operation	20

Item 3.	Controls and Procedures	23

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Submission of Matters to a Vote of Security Holders	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

Signatures		28

Index of Exhibits		E-1

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Scivanta Medical Corporation

Balance Sheets

	January 31, 2008 (Unaudited)			October 31, 2007
Assets
Current assets:
Cash and cash equivalents	$	1,848,830		$	2,008,909
Prepaid expenses		64,848			54,984
Tax loss receivable		—			306,803
Other receivables		57,083			53,483
Deposit		60,000			60,000

Total current assets		2,030,761			2,484,179

Other		5,848			6,608

Total assets	$	2,036,609		$	2,490,787
Liabilities
Current liabilities:
Accounts payable	$	79,509		$	85,961
Accounts payable - related party		1,271			2,423
Accrued expenses		42,022			122,552
Note payable, current portion		134,032			—

Total current liabilities		256,834			210,936

Long-term liabilities:
Note payable, net of current portion		—			131,357
Convertible debentures		250,000			250,000

Total long-term liabilities		250,000			381,357

Commitments and contingencies

Stockholders' equity
Common stock, $.001 par value; 100,000,000 shares authorized; 25,750,444 shares issued and outstanding		25,750			25,750
Additional paid in capital		20,573,109			20,528,807
Accumulated deficit		(19,069,084	)		(18,656,063	)

Total stockholders' equity		1,529,775			1,898,494

Total liabilities and stockholders' equity	$	2,036,609		$	2,490,787

The accompanying notes are an integral part of these financial statements.

Scivanta Medical Corporation

Statements of Operations

(Unaudited)

	Three Months Ended January 31,
	2008			2007

Net sales	$	—		$	—
Cost of sales		—			—
Gross profit		—			—

Operating expenses:
Research and development, net		33,215			236,900
General and administrative		392,999			394,426

Loss from operations		(426,214	)		(631,326	)

Proceeds from settlement of litigation		—			450,000
Interest income		20,868			3,058
Interest expense		(7,675	)		(10,224	)

Net loss	$	(413,021	)	$	(188,492	)

Net loss per common share, basic and diluted	$	(0.02	)	$	(0.01	)

Weighted average number of common shares outstanding, basic and diluted		25,750,444			21,645,655

The accompanying notes are an integral part of these financial statements.

Scivanta Medical Corporation

Statements of Cash Flows

(Unaudited)

	Three Months Ended January 31,
	2008			2007
Cash flows from operating activities:
Net loss	$	(413,021	)	$	(188,492	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		760			294
Stock based compensation expense		44,302			15,761
License expense		—			236,900
Interest imputed on note payable		2,675			4,175
Changes in operating assets and liabilities:
Prepaid expenses		(9,864	)		(34,470	)
Tax loss receivable		306,803			—
Other receivables		(3,600	)		—
Accounts payable		(6,452	)		(26,074	)
Accounts payable - related party		(1,152	)		(35,094	)
Accrued expenses		(80,530	)		(9,826	)
Accrued expenses - related party		—			25,000
Net cash used in operating activities		(160,079	)		(11,826	)

Cash flows from investing activities:
Proceeds from sale of distribution rights		—			150,000
Purchases of fixed assets		—			(8,392	)
Net cash provided by investing activities		—			141,608

Cash flows used in financing activity:
Repayment of note payable		—			(40,900	)

(Decrease) increase in cash and cash equivalents		(160,079	)		88,882
Cash and cash equivalents - beginning of period		2,008,909			680,381

Cash and cash equivalents - end of period	$	1,848,830		$	769,263

Supplemental disclosure of cash flow information:

Cash paid during the period for interest	$	—		$	24,000

Noncash operating activity:

Issuance of common stock as payment of amounts due to related party	$	—		$	15,750

Noncash financing activity:

Issuance of note payable in exchange for technology license, net of imputed interest of $27,400	$	—		$	236,900

The accompanying notes are an integral part of these financial statements.

Scivanta Medical Corporation

Notes to the Unaudited Financial Statements

1.	Organization, Description of Business and Basis of Presentation

Organization and Description of Business

Scivanta Medical Corporation (“Scivanta” or the “Company”) is a Nevada corporation headquartered in Spring Lake, New Jersey. The Company ceased selling all products during the fiscal year ended October 31, 2004 and has not had any significant recurring revenue from the sale of products since the second quarter of 2003.

On November 10, 2006, the Company acquired the exclusive world-wide rights to develop, make and sell certain proprietary technologies known as the Hickey Cardiac Monitoring System (the “HCMS”), a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The HCMS is currently in the development stage and the Company anticipates that it will take approximately 11 to 14 months from the date of this report to complete development and related clinical trials. In addition, the Company must also receive the appropriate regulatory approvals before the HCMS can be marketed in the United States or abroad. No assurance can be given that the Company will receive the appropriate regulatory approvals to market the HCMS.

Basis of Presentation

The financial statements included herein have been prepared by the Company and are unaudited; however, such information reflects all adjustments (consisting of those of a normal recurring nature), which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim period to which this report relates. Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted. Accordingly, these financial statements should be read in conjunction with the audited financial statements as of October 31, 2007 and notes thereto included in the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2007, which was filed with the Securities and Exchange Commission (the “SEC”).

Management believes the funds currently available to the Company will be sufficient to support planned operations through April 1, 2009. However, management believes that the Company will likely require additional capital to complete the development of the HCMS and to be able to acquire additional products and technologies.

2.	Related Party Transactions

Consulting Services Agreement with Century Capital

David R. LaVance, the Company’s Chairman, President and Chief Executive Officer and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer (Treasurer) and Secretary are Principals of Century Capital Associates LLC (“Century Capital”). Effective February 1, 2007, the Consulting Services Agreement, as amended and restated, between the Company and Century Capital terminated and Messers. LaVance and Gifford became employees of the Company. Mr. LaVance continues to serve as the Company’s President and Chief Executive Officer and Mr. Gifford continues to serve as the Company’s Executive Vice President, Chief Financial Officer and Secretary. The Company has entered into an executive employment agreement with each of Messers. LaVance and Gifford effective January 1, 2008 (see Note 10).

For the three months ended January 31, 2007, the Company was billed $150,000 for consulting services rendered by Century Capital and the Company recorded $25,000 of consulting expense related to the annual bonus due to Century Capital for the one year period commencing February 1, 2006 and ending January 31, 2007. The Company also reimbursed Century Capital for expenses incurred in conjunction with performing the consulting services.

Shared Services Agreement and Sublease Agreement with Century Capital

On May 1, 2004, the Company and Century Capital entered into a Shared Services Agreement whereby the Company rented three fully furnished, business equipped offices approximating 340 square feet inside Century Capital’s existing offices. This agreement had a month to month term that required sixty days written notice to terminate and a monthly rental fee of $2,500. Effective February 1, 2007, the Shared Services Agreement between the Company and Century Capital was terminated and replaced with a Sublease Agreement. Pursuant to the Sublease Agreement, the Company rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, the Company rents office furniture and other equipment from Century Capital. This agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. The Company is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes.

During the three months ended January 31, 2008 and 2007, the Company was billed $18,096 and $7,500, respectively, pursuant to the terms of the Sublease Agreement and the Shared Services Agreement. As of January 31, 2008, all amounts due to Century Capital from the Company related to the Shared Services Agreement and Sublease Agreement had been paid.

3.	License and Development Agreements

HCMS License Agreement

On November 10, 2006, the Company entered into a technology license agreement (the “License Agreement”) with The Research Foundation of State University of New York, for and on behalf of the University at Buffalo (the “Foundation”), Donald D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation, Hickey and Lundgren shall be collectively referred to herein as the “Licensor.”

Pursuant to the License Agreement, the Licensor granted the Company the exclusive world-wide rights to develop, manufacture and distribute the HCMS, a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The term of the License Agreement commenced on November 10, 2006 and ends on the latter of (1) the expiration date of the last to expire patent right related to the HCMS which is currently June 12, 2018 or (2) ten years from the sale of the first HCMS product.

The Company agreed to make an initial payment to the Licensor of $264,300 which was subsequently reduced to $262,957 pursuant to an amendment to the License Agreement dated June 29, 2007 (see Note 4). The Company has paid a total of $120,900 ($40,900 on November 16, 2006 and $80,000 on October 31, 2007) and is required to pay $142,057 on or before November 1, 2008.

The Company also is required to pay the Licensor a royalty of 5% on annual net sales, as defined in the License Agreement, subject to certain reductions as detailed in the License Agreement. Beginning with the first full year of sales of the HCMS in the United States and for two years thereafter, the Company is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales in the United States will be credited. Further, beginning with the first full year of sales of the HCMS outside the United States and for two years thereafter, the Company is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales outside the United States will be credited. In addition, the Company is required to pay the Licensor 25% of all sublicensing revenue received by the Company in connection with the HCMS and is obligated to make milestone payments to the Licensor as follows: (1) first insertion of a catheter utilizing the HCMS in a human clinical trial - $75,000; (2) first submission of the HCMS for regulatory approval in any country - $100,000; and (3) first notice of regulatory approval to market the HCMS in any country - $150,000. As of January 31, 2008, none of the milestones had been met and no payments were due to the Licensor.

On June 27, 2007, the Company and the Foundation entered into a subcontractor agreement. Pursuant to this agreement, the Foundation contracted the Company to develop the software and hardware components of the HCMS outlined in the technology incentive program contract awarded by the New York State Office of Science Technology and Academic Research (“NYSTAR”) to the Foundation and the Foundation’s company partner, Ethox International, Inc. (“Ethox”), on December 1, 2005 (the “NYSTAR Contract”). The initial term of the NYSTAR Contract was for a 2 year period ended November 30, 2007, which was extended by NYSTAR for an additional 1 year period ending November 30, 2008.

On June 29, 2007, the Company amended the License Agreement to allow the Licensor to enter into a non-exclusive manufacturing license agreement with Ethox, entered into on June 29, 2007, whereby Ethox was granted the right to manufacture the catheter component of the HCMS for Scivanta.

As a result of the subcontractor agreement, the amended License Agreement and the non-exclusive manufacturing license agreement between the Licensor and Ethox, the development of the HCMS will be partially funded through the NYSTAR Contract. Pursuant to the terms of the NYSTAR Contract, up to $937,500 of funding is available for the development of the HCMS with the State of New York providing $750,000 of the funding and Ethox providing $187,500 of the funding. Ethox is also required to provide $562,500 of in-kind contributions. Pursuant to the development agreement between Scivanta and Ethox dated June 29, 2007 (see Catheter Development Agreement), Scivanta will provide Ethox with the $187,500 of cash required under the NYSTAR Contract while Ethox will provide the $562,500 of in-kind contributions (primarily contributed services). The funding received from the NYSTAR Contract will partially support the development of: the catheter component of the HCMS by Ethox (see Catheter Development Agreement); the software component of the HCMS by Applied Sciences Group, Inc. (“ASG”) (see Software Development Agreement); and the hardware component of the HCMS by Sparton Medical Systems (“Sparton”) (see Hardware Development Agreement). Under the terms of the subcontractor agreement between the Foundation and the Company, the Foundation, utilizing the $937,500 of funding provided under the NYSTAR Contract, will reimburse the Company up to $899,500 of allowable expenditures incurred by the Company in connection with the development of the software and hardware components of the HCMS.

During the three months ended January 31, 2008, the Company submitted to the Foundation for reimbursement $72,424 of expenses related to the software and hardware development of the HCMS, which was recorded by the Company as a reduction to research and development expenses. Of this amount, $15,341 has been received by the Company and $57,083 is included in other receivables as of January 31, 2008.

Catheter Development Agreement

On June 29, 2007, the Company and Ethox entered into a development agreement whereby Ethox will provide Scivanta engineering and development support for the catheter component of the HCMS in exchange for the rights to manufacture the component upon regulatory approval and commercialization of the HCMS and a cash payment of $187,500 to be made in connection with the NYSTAR Contract funding discussed above. The cash payment of $187,500 will be paid in installments over the next 4 to 10 months in amounts that will be based on Ethox’s funding requirements as specified in the NYSTAR Contract. On September 12, 2007, Scivanta paid $46,875 to Ethox as partial payment of the NYSTAR Contract funding requirement. This amount was recorded as a prepaid expense by the Company and is being expensed as research and development occurs pursuant to the NYSTAR Contract. During the three months ended January 31, 2008, the Company recorded $24,141 of research and development expense related to the NYSTAR Contract payment. As of January 31, 2008, the balance of the prepaid expense related to the NYSTAR Contract payment was $4,924.

The development agreement has a two year term which may be extended up to six additional months. The services to be provided by Ethox include: (1) the management of project costs and project schedule, (2) the development of system functional specifications based on marketing inputs, (3) the development of disposable catheter specifications to achieve functional requirements, (4) the manufacturing of disposable catheters in accordance with applicable requirements for clinical trials, and (5) the provision of regulatory resources for the management of clinical submissions for marketing approval from the United States Food and Drug Administration and the European Medicines Agency. Pursuant to the development agreement, Scivanta is responsible for the selection and costs of all raw materials and for the packaging design. During the term of the development agreement and for a period of twelve months thereafter, Ethox will not participate in the design, development, creation or production of a double balloon catheter to be used as part of a cardiac monitoring system. The development agreement also contains standard provisions regarding indemnification and termination.

Terms for the manufacturing of the catheter component of the HCMS are contained in a supply agreement which will be entered into by Scivanta and Ethox upon regulatory approval of the HCMS. The supply agreement will have a four year term commencing on the date of the first commercial production of the catheter component of the HCMS, and thereafter shall renew on an annual basis unless terminated by either party in accordance with the supply agreement. The supply agreement will also contain a minimum order requirement, a pricing schedule and will provide for an additional payment to Ethox of up to $535,000, which will be paid to Ethox over the term of the supply agreement on a per unit basis based on the minimum number of units that the Company is required to order under the supply agreement.

As noted above, during the three months ended January 31, 2008, the Company recorded $24,141 of research and development expense related to this development agreement. The Company did not record any research and development expense related to this development agreement during the fiscal year ended October 31, 2007.

Software Development Agreement

On July 2, 2007, the Company entered into a development agreement with ASG. Pursuant to the terms of this agreement, ASG will provide software engineering services to Scivanta on the continuing development of the HCMS. The fees to be charged by ASG related to this agreement could range between $335,000 and $400,000. Scivanta can terminate the agreement at any time upon written notification.

The Company recorded $29,148 of research and development expense related to this development agreement during the three months ended January 31, 2008. The Company did not record any research and development expense related to this development agreement during the fiscal year ended October 31, 2007.

Hardware Development Agreement

On August 22, 2007, Scivanta and Sparton, a business group of Sparton Electronics Florida, Inc., entered into a development agreement whereby Sparton will provide Scivanta engineering and development support for the hardware component of the HCMS. The development agreement has a one year term and may be extended for additional one year terms. The development agreement can be terminated at any time by either party upon the delivery of written notice to the other party. The services to be provided by Sparton include: (1) planning and development of design control documents, (2) concept development, including mechanical, electrical and software design, (3) completion of a detailed design and an engineering model, (4) assembly of proto-type models and preliminary design verification testing, (5) the production of “pilot” devices using formal drawings and validated processes, and (6) design verification testing on the “pilot” units.

Pursuant to the development agreement, Scivanta made a deposit of $60,000 on September 6, 2007, which will be applied to the payment of material costs and fees owed by Scivanta under the development agreement provided that Scivanta makes timely payments to Sparton during the first four months of the development agreement. Scivanta is also required to pre-pay for any material with a cost in excess of $5,000. It is estimated that up to $1,650,000 could be billed by Sparton for services and materials provided under the development agreement.

The Company recorded $43,276 of research and development expense related to this development agreement during the three months ended January 31, 2008. The Company did not record any research and development expense related to this development agreement during the fiscal year ended October 31, 2007.

4.	Note Payable

Pursuant to the terms of the HCMS License Agreement, as amended (see Note 3 - HCMS License Agreement), the Company is required to make a payment to the Licensor of $262,957. The Company paid $40,900 on November 16, 2006 and $80,000 on October 31, 2007 and is required to pay $142,057 on or before November 1, 2008. This payment obligation is non-interest bearing.

The Company recorded a note payable of $235,557 based on the present value of the original payment obligation, as amended, with a corresponding discount rate of 8%. The difference between the present value of the original payment obligation, as amended ($235,557), and the face value of the original payment obligation, as amended ($262,957), is being accreted as interest expense through the maturity date of the payment obligation (total imputed interest of $27,400). During the three months ended January 31, 2008 and 2007, the Company recognized $2,675 and $4,175, respectively, of interest expense related to the note payable.

5.	Convertible Debentures

On February 8, 2007, the Company closed on a private placement of 8% convertible debentures dated February 1, 2007 (the “February 2007 Debentures”). The gross proceeds received in connection with this private placement were $250,000, which are being used for working capital purposes, including the development of the HCMS. The February 2007 Debentures have a 3 year term, maturing on January 31, 2010, and bear interest at a rate of 8% per annum. Interest is payable in annual installments, beginning on February 1, 2008, in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company elects to pay the interest in shares of the Company’s common stock, the number of shares issued as payment will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock as defined in the February 2007 Debentures.

Up to 50% of the aggregate principal amount of the February 2007 Debentures are convertible into shares of the Company’s common stock at the option of the holders at a conversion price of $0.20 per share. The remaining 50% of the aggregate principal amount of the February 2007 Debentures are convertible at the option of the holders at any time after February 1, 2008 at a conversion price of $0.30 per share. The fair value of the Company’s common stock as of February 1, 2007 was $0.20 per share. An aggregate amount of 1,041,667 shares of common stock can be issued pursuant to the February 2007 Debentures. The February 2007 Debentures contain demand registration rights upon the request of the holders of more than 50% of the aggregate principal amount of the then outstanding February 2007 Debentures or the securities issuable upon the conversion of the February 2007 Debentures. The Company has determined that the value attributable to the demand registration rights is de minimis.

For the three months ended January 31, 2008, the Company recorded a total of $5,000 of interest expense related to the February 2007 Debentures. This amount is accrued as of January 31, 2008.

6.	Stock-Based Compensation

In accordance with the Statement of Financial Accounting Standards No. 123R “Share-Based Payment” (“SFAS 123R”), the Company recorded stock-based compensation expense as follows:

	Three Months Ended January 31,
	2008		2007
Research and development	$	2,294	$	—
General and administrative		42,008		15,761
Total	$	44,302	$	15,761

Stock-based compensation expense for non-employees during the three months ended January 31, 2008 and 2007 amounted to $2,294 and $14,968, respectively. Refer to Note 5 of the Company’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2007 for information on the valuation and accounting for the grant of stock options and the issuance of warrants. Also, see Note 9 for information regarding the valuation of options and warrants issued during the three months ended January 31, 2008.

During the three months ended January 31, 2008, the Company granted 250,000 options to its employees (estimated fair value of $17,498 at the date of grant) and granted 81,000 options to its directors (estimated fair value of $5,670). In addition, during the three months ended January 31, 2008, the Company issued warrants to purchase 160,000 shares of common stock of the Company (estimated fair value of $11,471 at the date of issuance) to consultants (see Note 9).

During the three months ended January 31, 2007, the Company granted no options to its employees and issued a warrant to purchase 125,000 shares of common stock of the Company (estimated fair value of $27,496 at the date of issuance) to a consultant (see Note 9).

7.	Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the impact of common shares issuable upon exercise of stock options and warrants and conversion of convertible debt, provided that the exercise price of the stock options and warrants and the conversion price of the convertible debt is less than the average market price of the common stock during the period. In periods where a net loss exists, diluted net loss per share is calculated using basic common shares outstanding since including potential common shares from the exercise of stock options and warrants would be anti-dilutive.

For the three months ended January 31, 2008, diluted net loss per share did not include the effect of 1,801,000 shares of common stock issuable upon the exercise of outstanding options, 1,976,682 shares of common stock issuable upon the exercise of outstanding warrants and 1,041,677 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

For the three months ended January 31, 2007, diluted net loss per share did not include the effect of 370,000 shares of common stock issuable upon the exercise of outstanding options, 1,624,998 shares of common stock issuable upon the exercise of outstanding warrants and 2,250,000 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

8.	Income Taxes

On November 1, 2007, the Company adopted the Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the criteria for recognizing tax benefits related to uncertain tax positions under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes,” and requires additional financial statement disclosure. FIN 48 requires that the Company recognizes in its financial statements the impact of a tax position if that position is more likely than not to be sustained upon examination, based on the technical merits of the position. Adoption of FIN 48 had no net impact on the Company’s results of operations and financial position.

The Company has approximately $13,420,076 and $8,556,584 in federal and state net operating loss carryovers, respectively, which were generated through October 31, 2007 and are available to offset future taxable income in fiscal years 2008 through 2026. The net operating losses for federal income tax purposes begin to expire in 2022 and for state income tax purposes begin to expire in 2010. The valuation allowance increased $370,040 during the three months ended January 31, 2008, attributable primarily to net operating losses.

The components of the Company’s deferred tax assets as of January 31, 2008 and October 31, 2007 are as follows:

	January 31, 2008			October 31, 2007

Net operating loss	$	5,270,018		$	4,913,691
Write-down of impaired assets		77,883			77,883
Depreciation and amortization		59,386			59,364
License and patent costs		86,500			87,872
Stock based compensation		75,580			60,517
Other		5,076			5,076
Total gross deferred tax assets		5,574,443			5,204,403
Valuation allowance		(5,574,443	)		(5,204,403	)
Net deferred tax assets	$	—		$	—

The deferred tax asset is fully offset by a valuation allowance as it was determined by management that the realization of the deferred tax asset was not likely to occur in the foreseeable future.

9.	Stockholders’ Equity

Stock Option Plans

The Company currently has two option plans in place: the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan. The 2002 Equity Incentive Plan was approved by the stockholders on July 5, 2002. The aggregate number of shares of common stock which could have been awarded under the 2002 Equity Incentive Plan was 2,000,000. As of January 31, 2008, options to purchase 1,470,000 shares of the Company’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the Company’s 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan.

On May 31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan. The aggregate number of shares of common stock which may be awarded under the 2007 Equity Incentive Plan is 3,000,000, subject to adjustment as provided in the 2007 Equity Incentive Plan. As of January 31, 2008, options to purchase 331,000 shares of the Company’s common stock were outstanding and up to 2,669,000 additional shares of the Company’s common stock could be awarded under the 2007 Equity Incentive Plan.

Options Granted to Executive Officers

On January 1, 2008, the Company granted a non-qualified stock option to purchase 100,000 shares of common stock under the 2007 Equity Incentive Plan to each of Messers. LaVance and Gifford. An aggregate of 200,000 shares of common stock could be purchased pursuant to these options. Each option has a ten year term and is exercisable at $0.14 per share. The shares of common stock underlying each option vest as follows: 33,333 shares vest on December 31, 2008; 33,333 shares vest on December 31, 2009; and 33,334 shares vest on December 31, 2010. In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, each of the options becomes fully vested as of ten days prior to the change in control.

The fair value of each of the options was estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions: dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and an expected life of 5 years. Each option had a fair value of approximately $6,999 at the date of grant.

Options Granted to Non-Executive Officer

On January 1, 2008, the Company granted a non-qualified stock option to purchase 50,000 shares of common stock under the 2007 Equity Incentive Plan to Allan J. Jones, the Company’s controller. The option has a ten year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 16,666 shares vest on December 31, 2008; 16,666 shares vest on December 31, 2009; and 16,668 shares vest on December 31, 2010. In the event of a change in control of the Company, as defined in the 2007 Equity Inventive Plan, the option becomes fully vested as of ten days prior to the change in control.

The fair value the option was estimated on the date of grant using the Black-Scholes pricing model with the following weighted average assumptions: dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and an expected life of 5 years. The option had a fair value of approximately $3,500 at the date of grant.

Options Granted to Directors

Richard E. Otto – Option Dated January 1, 2008. On January 1, 2008, the Company granted a non-qualified stock option to purchase 27,000 shares of common stock under the 2007 Equity Incentive Plan to Richard E. Otto. The option was granted as partial consideration for Mr. Otto’s continuing service in 2008 as a member of the Company’s board of directors, as a member of the Company’s audit committee and as the chairman of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 6,750 shares vest on March 31, 2008; 6,750 shares vest on June 30, 2008; 6,750 shares vest on September 30, 2008; and 6,750 shares vest on December 31, 2008. In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, the option becomes fully vested as of ten days prior to the change in control.

The fair value of the option was estimated on the date of issuance using the Black-Scholes pricing model with the following weighted average assumptions: dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and an expected life of 5 years. The option had a fair value of approximately $1,890 at the date of grant.

Lawrence M. Levy – Option Dated January 1, 2008. On January 1, 2008, the Company granted a non-qualified stock option to purchase 25,000 shares of common stock under the 2007 Equity Incentive Plan to Lawrence M. Levy. The option was granted as partial consideration for Mr. Levy’s continuing service in 2008 as a member of the Company’s board of directors, as a member of the Company’s audit committee and as a member of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 6,250 shares vest on March 31, 2008; 6,250 shares vest on June 30, 2008; 6,250 shares vest on September 30, 2008; and 6,250 shares vest on December 31, 2008. In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, the option becomes fully vested as of ten days prior to the change in control.

Anthony Giordano, III – Option Dated January 1, 2008. On January 1, 2008, the Company issued a non-qualified stock option to purchase 29,000 shares under the 2007 Equity Incentive Plan to Anthony Giordano, III. The option was granted as partial consideration for Mr. Giordano’s continuing service in 2008 as a member of the Company’s board of directors, as the chairman of the Company’s audit committee and as a member of the Company’s compensation committee. The option has a five year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 7,250 shares vest on March 31, 2008; 7,250 shares vest on June 30, 2008; 7,250 shares vest on September 30, 2008; and 7,250 shares vest on December 31, 2008. In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, the option becomes fully vested as of ten days prior to the change in control.

Summary of Stock Options

Option transactions for employees and directors under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan during the three months ended January 31, 2008 were as follows:

	Option Shares		Exercise Price Per Common Share		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value

Outstanding at October 31, 2007		1,470,000	$	0.02, 0.08 & 0.20	$	0.17	$	13,200
Granted during the period		331,000	$	0.14	$	0.14
Exercised during the period		—		—		—
Terminated during the period		—		—		—
Outstanding at January 31, 2008		1,801,000	$	0.02, 0.08, 0.14 & 0.20	$	0.16	$	9,500
Exercisable at January 31, 2008		764,333	$	0.02, 0.08 & 0.20	$	0.14	$	9,000
Exercisable at October 31, 2007		622,000	$	0.02, 0.08 & 0.20	$	0.13	$	11,700

Information with respect to outstanding options and options exercisable as of January 31, 2008 that were granted to employees and directors is as follows:

Exercise Price		Number of Shares Available Under Outstanding Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Per Common Share		Number of Shares Available for Purchase Under Outstanding Options		Weighted Average Exercise Price Per Common Share

$	0.02		35,000		6.9	$	0.02		35,000	$	0.02
$	0.08		335,000		6.6	$	0.08		310,000	$	0.08
$	0.14		331,000		8.7	$	0.14		—		—
$	0.20		1,100,000		9.0	$	0.20		419,333	$	0.20
			1,801,000		8.4	$	0.16		764,333	$	0.14

A summary of the nonvested shares subject to options granted under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan as of January 31, 2008 is as follows:

	Option Shares			Weighted Average Grant Date Fair Value Per Share

Nonvested at October 31, 2007		848,000		$	0.19
Granted during the period		331,000		$	0.14
Vested during the period		(142,333	)	$	0.18
Terminated during the period		—			—
Nonvested at January 31, 2008		1,036,667		$	0.18

As of January 31, 2008, there was $155,664 of total unrecognized compensation cost related to nonvested share based compensation arrangements granted under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan. That cost is expected to be recognized over a weighted average period of 25 months.

Warrants to Purchase Common Stock

Harvey Sacks, MD - Warrant I Dated November 1, 2007

On November 1, 2007, the Company issued a warrant to purchase 70,000 shares of the Company’s common stock to Harvey Sacks, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 14,000 shares vested on January 31, 2008; 14,000 shares vest on April 30, 2008; 14,000 shares vest on July 31, 2008; 14,000 shares vest on October 31, 2008; and 14,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

The fair value of the warrant was estimated on January 31, 2008 using the Black-Scholes pricing model with the following weighted average assumptions: dividend yield of 0%; risk free interest of 2.82%; volatility of 59.72%; and an expected life of 4.75 years. The warrant had a fair value of approximately $3,160 at January 31, 2008.

Harvey Sacks, MD - Warrant II Dated November 1, 2007

On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Harvey Sacks, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vested on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

Andrew D. Shaw, MD - Warrant Dated November 1, 2007

On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Andrew D. Shaw, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vested on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

Paul Sierzenski, MD - Warrant Dated November 1, 2007

On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Paul Sierzenski, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vested on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

Summary of Warrants

Stock warrant transactions during the three months ended January 31, 2008 were as follows:

	Warrant Shares			Exercise Price Per Common Share		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value

Outstanding at October 31, 2007		1,847,932		$	0.03 - 0.26	$	0.17	$	48,662
Issued during the period		160,000		$	0.13	$	0.13
Exercised during the period		—			—		—
Terminated during the period		(31,250	)	$	0.25	$	0.25
Outstanding at January 31, 2008		1,976,682		$	0.03 - 0.26	$	0.16	$	41,996
Exercisable at January 31, 2008		1,668,682		$	0.03 - 0.26	$	0.16	$	41,996
Exercisable at October 31, 2007		1,555,932		$	0.03 - 0.26	$	0.16	$	48,662

Information with respect to outstanding warrants and warrants exercisable at January 31, 2008 is as follows:

Range of Exercise Prices		Number of Shares Available Under Outstanding Warrants		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Per Common Share		Number of Shares Available for Purchase Under Outstanding Warrants		Weighted Average Exercise Price Per Common Share

$	0.03 - 0.04		666,600		3.3	$	0.04		666,600	$	0.04
$	0.13		160,000		4.8	$	0.13		32,000	$	0.13
$	0.20 - 0.26		1,150,082		2.4	$	0.24		970,082	$	0.24
			1,976,682		2.9	$	0.16		1,668,682	$	0.16

A summary of the nonvested shares subject to warrants as of January 31, 2008 is as follows:

	Warrant Shares			Weighted Average Grant Date Fair Value Per Share

Nonvested at October 31, 2007		292,000		$	0.24
Issued during the period		160,000		$	0.13
Vested during the period		(112,750	)	$	0.20
Terminated during the period		(31,250	)	$	0.25
Nonvested at January 31, 2008		308,000		$	0.19

As of January 31, 2008, there was $58,640 of total unrecognized compensation cost related to nonvested share based compensation arrangements involving warrants. That cost is expected to be recognized over a weighted average period of 28 months.

10.

Commitments and Contingencies

Executive Employment Agreements

On January 1, 2008, the Company entered into an executive employment agreement with each of David R. LaVance, the Company’s President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary (collectively, the “Employment Agreements”). The term of each of the Employment Agreements commenced on January 1, 2008 and ends on December 31, 2010, but can be renewed for successive one year periods unless terminated as provided in the Employment Agreements. Both Messers. LaVance and Gifford shall be paid an annual base salary of $275,000, which may be increased by the compensation committee of the Company’s board of directors. In addition, both Messers. LaVance and Gifford shall participate in the Company’s benefit programs and shall be eligible to receive an annual performance bonus based on the achievement of certain performance objectives as determined by the compensation committee of the Company’s board of directors.

In the event that Mr. LaVance or Mr. Gifford is terminated without Good Cause (as defined in the Employment Agreements and used herein), or Mr. LaVance or Mr. Gifford terminates his employment for Good Reason (as defined in the Employment Agreements and used herein), Mr. LaVance or Mr. Gifford, as the case may be, will be entitled to receive a severance payment equal to his annual base salary in effect on the date of termination.

In addition, in the event that within 180 days of a Change of Control (as defined in the Employment Agreements and used herein) of the Company, the employment of Mr. LaVance or Mr. Gifford is terminated by the Company or its successor without Good Cause, or Mr. LaVance or Mr. Gifford terminates his employment with the Company or its successor for Good Reason, Mr. LaVance or Mr. Gifford, as the case may be, shall be paid a severance payment; provided however, that if the termination of employment occurs prior to the Change of Control, the Change of Control must have been considered by the Company at the time of termination for Mr. LaVance or Mr. Gifford to be entitled to the severance payment. The amount of the severance payment will be equal to two times the sum of Mr. LaVance’s or Mr. Gifford’s annual base salary in effect immediately prior to the termination of Mr. LaVance’s of Mr. Gifford’s employment and an amount which is the lesser of (1) $150,000 and (2) the aggregate amount of any bonuses paid to Mr. LaVance or Mr. Gifford during the 12 months prior to the earlier of (A) the effective date of the Change of Control and (B) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with the Company.

Item 2.

Management Discussion and Analysis or Plan of Operation

General

Certain information included in this quarterly report on Form 10-QSB and other filings of the Company under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. Such statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Among these risks, trends and uncertainties are economic conditions both generally and in the industries in which the Company may participate; competition within the Company’s chosen industries, including competition from much larger competitors; technological advances; available capital; regulatory approvals; and failure by the Company to successfully develop or acquire products and form new business relationships.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon the interim financial statements contained elsewhere herein, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements required the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, the Company evaluates its estimates, including those related to bad debts, income taxes, contingencies and litigation. The Company based its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The critical accounting estimates that the Company believes affect the more significant judgments and estimates used in preparation of the financial statements contained elsewhere herein are described in the Management’s Discussion and Analysis or Plan of Operation and in the Notes to the Financial Statements included in the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2007. There have been no material changes to the critical accounting policies.

Results of Operations

Net Sales. The Company discontinued all product sales during the fiscal year ended October 31, 2004, and currently does not have any recurring revenue. On November 10, 2006, the Company acquired the exclusive world-wide rights to develop, manufacture and distribute the HCMS, a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. The HCMS is currently in the development stage and the Company anticipates that it will take approximately 11 to 14 months from the date of this report to complete development and related clinical trials. In addition, the Company must also receive the appropriate regulatory approvals before the HCMS can be marketed in the United States or abroad. No assurance can be given that the Company will receive the appropriate regulatory approvals to market the HCMS.

Research and Development. For the three months ended January 31, 2008, research and development expenses, on a net basis, were $33,215, which consisted of gross research and development expenses of $105,639 offset by $72,424 of research and development expenses reimbursed by the Foundation. For the three months ended January 31, 2007, research and development expenses were $236,900. The $203,685, or 86%, decrease in research and development expenses for the three months ended January 31, 2008 was primarily due to a $236,900 reduction in license costs related to the HCMS offset by a $33,215 net increase in software and hardware development costs for the HCMS.

Research and development expenses are expected to significantly increase in the fiscal year ending October 31, 2008 as the Company continues the development of the HCMS.

General and Administrative. For the three months ended January 31, 2008, general and administrative expenses were $392,999, as compared to $394,426 for the three months ended January 31, 2007, representing a less than 1% decrease in general and administrative expenses for the three months ended January 31, 2008.

General and administrative expenses overall may increase in the fiscal year ending October 31, 2008 as the Company continues to build the administrative infrastructure necessary to support the development and marketing of the HCMS.

Other Income (Expenses). During the three months ended January 31, 2007, the Company recorded $450,000 of other income related to the settlement of the litigation with Syntho Pharmaceuticals, Inc. and its principal owner, Muhammed Malik (collectively, the “Syntho Group”).

During the three months ended January 31, 2008 and 2007, the Company incurred interest expense of $7,675 and $10,224, respectively. The $2,549, or 25%, decrease in interest expense for the three months ended January 31, 2008 was due to a decrease in interest expense associated with convertible debentures that matured and were either repaid or converted in May 2007, offset by an increase in interest expense associated with the February 2007 Debentures.

Interest income for three months ended January 31, 2008 and 2007 was $20,868 and $3,058, respectively. The $17,810 increase in interest income for the three months ended January 31, 2008 was primarily due to an increase in short-term investments.

Net Loss. For the three months ended January 31, 2008, the Company had a net loss of $413,021 or $0.02 per share (basic and diluted), as compared to a net loss of $188,492 or $0.01 per share (basic and diluted) for the three months ended January 31, 2007. The increase in the net loss was primarily attributable to a $450,000 decrease in other income related to the settlement of the litigation with the Syntho Group offset by a $203,685 decrease in research and development expenses primarily attributable to license costs for the HCMS.

Liquidity and Capital Resources

As of January 31, 2008, the Company had working capital of $1,773,927. As of January 31, 2008, cash on hand was $1,848,830, a decrease of $160,079 from October 31, 2007. The decrease in cash on hand was primarily due to a $9,864 increase in prepaid expenses and other, a $7,604 decrease in accounts payable and related party accounts payable and a $80,530 decrease in accrued expenses. These decreases in cash were offset by the receipt of $306,803 of net proceeds related to the sale state tax losses, as discussed below.

During the past several years, the Company has generally sustained recurring losses and negative cash flows from operations. The Company currently does not generate any revenue from operations. The Company’s operations most recently have been funded through a combination of the sale of its convertible debentures and common stock, proceeds received from the settlement of litigation and the sale of its State of New Jersey tax losses.

On December 19, 2007, the Company received $306,803 of net proceeds related to the sale of a portion of its unused net operating loss carryovers for the State of New Jersey to a third party through the New Jersey Economic Development Authority (the “NJEDA”) Technology Business Tax Certificate Transfer Program. The Company will use these proceeds to continue the development of the HCMS and for working capital purposes.

As of February 29, 2008, the Company’s cash position was approximately $1,650,000. The Company estimates that the cash on hand is sufficient in order to continue its operations and to continue the development of the HCMS, on a reduced basis, through April 1, 2009.

The Company believes that additional capital will be required in order to complete the development of the HCMS, to acquire and develop additional products and technologies and to otherwise implement its strategy for business development. The Company currently does not have any lending relationships with commercial banks and does not anticipate establishing such relationships in the foreseeable future due to its limited operations and assets. Management believes that the Company will have to focus on obtaining additional capital through the private placement of its securities. There can be no assurance as to the availability or terms upon which such capital might be available. In addition, the Company will apply in 2008 to the NJEDA to participate in the NJEDA Technology Business Tax Certificate Transfer Program, to the extent that the Company has New Jersey tax losses and credits that can be sold. There can be no assurance that the Company will be approved by the NJEDA in 2008 to participate in the NJEDA Technology Business Tax Certificate Transfer Program or that the State of New Jersey will continue the program.

Expenditures under the Company’s development agreements with Ethox, ASG and Sparton are at the Company’s discretion. The Company estimates that it could potentially spend between $1,000,000 and $1,400,000 related to these agreements over the next 12 months. In addition, the Company estimates that approximately $811,000 remains available to it under the NYSTAR Contract and could be reimbursed to it by the Foundation. In addition, the Company could be obligated to make the three milestone payments pursuant to the License Agreement ($325,000 in aggregate) during the next 12 months provided that it is successful in maintaining the current development schedule for the HCMS.

Item 3.

Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the Company’s last fiscal quarter, the Company carried out an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of the Company’s current management, including the Company’s President and Chief Executive Officer and the Company’s Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer), who concluded that the Company’s disclosure controls and procedures are effective. During the Company’s last fiscal quarter, there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Chief Financial Officer (Principal Financial and Accounting Officer), as appropriate, to allow timely decisions regarding required disclosure.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

None.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Warrants Issued to Consultants

Harvey Sacks, MD - Warrant I Dated November 1, 2007. On November 1, 2007, the Company issued a warrant to purchase 70,000 shares of the Company’s common stock to Harvey Sacks, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 14,000 shares vested on January 31, 2008; 14,000 shares vest on April 30, 2008; 14,000 shares vest on July 31, 2008; 14,000 shares vest on October 31, 2008; and 14,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

In connection with the issuance to Dr. Sacks of the warrant to purchase 70,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Harvey Sacks, MD - Warrant II Dated November 1, 2007. On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Harvey Sacks, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vest on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

In connection with the issuance to Dr. Sacks of the warrant to purchase 30,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Andrew D. Shaw, MD - Warrant Dated November 1, 2007. On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Andrew D. Shaw, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vested on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

In connection with the issuance to Dr. Shaw of the warrant to purchase 30,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Paul Sierzenski, MD - Warrant Dated November 1, 2007. On November 1, 2007, the Company issued a warrant to purchase 30,000 shares of the Company’s common stock to Paul Sierzenski, MD as partial consideration for his service as a medical consultant to the Company. The warrant has a five year term and is exercisable at $0.13 per share. The shares of common stock underlying the warrant vest or vested as follows: 6,000 shares vested on January 31, 2008; 6,000 shares vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest on October 31, 2008; and 6,000 shares vest on January 31, 2009. In the event of a change in control of the Company, as defined in the warrant, the warrant becomes fully vested as of ten days prior to the change in control.

In connection with the issuance to Dr. Sierzenski of the warrant to purchase 30,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Options Granted to Executive Officers

In connection with the issuance to each of Messers. LaVance and Gifford of the options to purchase an aggregate of 200,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Options Granted to Non-Executive Officer

On January 1, 2008, the Company granted a non-qualified stock option to purchase 50,000 shares of common stock under the 2007 Equity Incentive Plan to Allan J. Jones, the Company’s controller. The option has a ten year term and is exercisable at $0.14 per share. The shares of common stock underlying the option vest as follows: 16,666 shares vest on December 31, 2008; 16,666 shares vest on December 31, 2009; and 16,668 shares vest on December 31, 2010. In the event of a change in control of the Company, as defined in the 2007 Equity Incentive Plan, the option becomes fully vested as of ten days prior to the change in control.

In connection with the issuance to Mr. Jones of the option to purchase 50,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Options Granted to Directors

In connection with the issuance to Mr. Otto of the option to purchase 27,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

In connection with the issuance to Mr. Levy of the option to purchase 25,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

In connection with the issuance to Mr. Giordano of the option to purchase 29,000 shares of common stock, the Company relied on the exemption from registration for a private transaction not involving a public distribution provided by Section 4(2) of the Securities Act.

Item 3.

Defaults Upon Senior Securities

Not Applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

See Index of Exhibits Commencing on Page E-1.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DATE:	SCIVANTA MEDICAL CORPORATION


March 13, 2008	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer



March 13, 2008	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

INDEX OF EXHIBITS

Exhibit No.		Description of Exhibit

3.1		Restated Articles of Incorporation of Scivanta Medical Corporation, formerly Medi-Hut Co., Inc. (the “Registrant”), which was filed in the Office of the Secretary of State of the State of Nevada on January 23, 2007 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2006, filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2007).

3.2		Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2006, filed with the SEC on January 29, 2007).

4.1		Specimen stock certificate representing the Registrant’s common stock (Incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2006, filed with the SEC on January 29, 2007).

4.2		Form of Convertible Debenture, dated February 1, 2007, issued to the following persons and in the following amounts: Jesse H. Austin, III ($50,000); Andrew O. Whiteman and Gwen C. Whiteman, JTWROS ($25,000); Alan Eicoff ($25,000); Jack W. Cumming ($25,000); Scott C. Withrow ($25,000); Terrence McQuade ($25,000); Steven J. Olsen ($25,000); Robert P. Reynolds ($12,500); Chartwell Partners, LLP ($12,500); and Marc G. Robinson and Joshua Goldfarb ($25,000) (Incorporated by reference to Exhibit 4.8 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.1		The Registrant’s 2002 Equity Incentive Plan, adopted and effective January 1, 2002 (Incorporated by reference to Exhibit B of the Registrant’s definitive proxy statement, filed with the SEC on June 10, 2002).

10.2		Warrant to purchase 200,000 shares of common stock of the Registrant, dated July 24, 2003, issued to Richard E. Otto. (Incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002, filed with the SEC on November 25, 2005).

10.3		Warrant to purchase 200,000 shares of common stock of the Registrant, dated May 14, 2004, issued to Richard E. Otto. (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002, filed with the SEC on November 25, 2005).

10.4		Warrant to Purchase 700,000 shares of common stock of the Registrant, dated May 14, 2004, issued to Century Capital Associates, LLC. (Incorporated by reference to Exhibit 10.16 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002, filed with the SEC on November 25, 2005).

E-1

Exhibit No.		Description of Exhibit

10.5		Warrant to Purchase 200,000 shares of common stock of the Registrant, dated February 25, 2005, issued to Richard E. Otto. (Incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2002, filed with the SEC on November 25, 2005).

10.6		Sublease Agreement, dated February 1, 2007, between the Registrant and Century Capital Associates LLC (Incorporated by reference to Exhibit 10.14 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.7		Technology License Agreement between The Research Foundation of State University of New York for and on behalf of University of Buffalo and the Registrant dated November 10, 2006 (Incorporated by reference to Exhibit 10.24 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2006).

10.8		Stock Option Agreement and Notice of Grant, dated February 5, 2007, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 500,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.9		Stock Option Agreement and Notice of Grant, dated February 5, 2007, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 500,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.10		Warrant to purchase 209,000 shares of common stock of the Registrant, dated February 5, 2007, issued to Richard E. Otto (Incorporated by reference to Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.11		Warrant to purchase 105,000 shares of common stock of the Registrant, dated March 15, 2007, issued to Lawrence M. Levy (Incorporated by reference to Exhibit 10.19 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2007).

10.12		Warrant to purchase 109,000 shares of common stock of the Registrant, dated March 15, 2007, issued to Anthony Giordano, III (Incorporated by reference to Exhibit 10.19 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 19, 2007).

10.13		The Registrant’s 2007 Equity Incentive Plan, adopted and effective May 31, 2007 (Incorporated by reference to Appendix to the Registrant’s definitive proxy statement, filed with the SEC on April 27, 2007).

E-2

Exhibit No.		Description of Exhibit

10.14		Product Development Agreement, dated June 29, 2007, between the Registrant and Ethox International, Inc. including Schedule 2.4 - Form of Agreement to Manufacture Disposable Catheters. Upon the request of the SEC, the Registrant agrees to furnish copies of each of the following schedules: Schedule 2.1 - Project Costs and Schedule; Schedule 2.2 - System Hardware and Software Specifications; and Schedule 2.3 - Disposable Catheter Specifications (Incorporated by reference to Exhibit 10.17 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2007).

10.15		Addendum to the Technology License Agreement, dated November 10, 2006, between the Registrant and The Research Foundation of State University of New York, for and on behalf of the University at Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren, dated June 29, 2007 (Incorporated by reference to Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2007).

10.16		Software Engineering Agreement, dated July 2, 2007, between the Registrant and Applied Sciences Group, Inc. (Incorporated by reference to Exhibit 10.19 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 3, 2007).

10.17		Product Development Agreement, dated August 23, 2007, between the Registrant and Sparton Medical Systems, a business group of Sparton Electronics Florida, Inc., including Exhibit B - Change Approval Form and Exhibit D - Payment Terms. Upon the request of the SEC, the Registrant agrees to furnish copies of each of the following exhibits: Exhibit A - Statement of Work; and Exhibit C - Sparton Medical Systems Labor Rates (Incorporated by reference to Exhibit 10.20 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 23, 2007).

10.18		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.21 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

10.19		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 100,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.22 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

10.20		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 27,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.23 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

E-3

Exhibit No.		Description of Exhibit

10.21		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 25,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.24 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

10.22		Stock Option Agreement and Notice of Grant, dated January 1, 2008, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 29,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.25 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

10.23		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and David R. LaVance (Incorporated by reference to Exhibit 10.26 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).

10.24		Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and Thomas S. Gifford (Incorporated by reference to Exhibit 10.27 to the Registrant’s Current Report on Form 8-K filed with the SEC on January 2, 2008).
31.1		Section 302 Certification of Chief Executive Officer.

31.2		Section 302 Certification of Chief Financial Officer.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

E-4

EX-31.1 2 v106713_ex31-1.htm

EXHIBIT 31.1

CERTIFICATION

I, David R. LaVance, certify that:

1. I have reviewed this report on Form 10-QSB of Scivanta Medical Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;

4. The small business issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer’s internal control over financial reporting; and

5. The small business issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Date: March 13, 2008	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

EX-31.2 3 v106713_ex31-2.htm

EXHIBIT 31.2

CERTIFICATION

I, Thomas S. Gifford, certify that:

1. I have reviewed this report on Form 10-QSB of Scivanta Medical Corporation;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

March 13, 2008	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and
		Secretary

EX-32.1 4 v106713_ex32-1.htm

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Scivanta Medical Corporation (the “Company”) on Form 10-QSB for the period ended January 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), I, David R. LaVance, President and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §78m or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 13, 2008	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

EX-32.2 5 v106713_ex32-2.htm

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Scivanta Medical Corporation (the “Company”) on Form 10-QSB for the period ended January 31, 2008, as filed with the Securities and Exchange Commission (the “Report”), I, Thomas S. Gifford, Executive Vice President, Chief Financial Officer and Secretary of the Company, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of §13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §78m or 78o(d), and,

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

March 13, 2008	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and
		Secretary