10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2010

¨ 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 registrant 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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.  YesxNo¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See definitions of “large accelerated filer,” “accelerated filer,” and smaller reporting company in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer     ¨		Accelerated filer                      ¨
Non-accelerated filer       ¨	(Do not check if a smaller reporting company)	Smaller reporting company    x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).  Yes¨Nox

As of September 17, 2010, there were 29,814,543 shares of the Issuer’s common stock, par value $.001 per share, outstanding.

SCIVANTA MEDICAL CORPORATION

INDEX TO FORM 10-Q

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Balance Sheets as of July 31, 2010 (unaudited) and October 31, 2009	1
	Statements of Operations (unaudited)
	for the three and nine months ended July 31, 2010 and 2009	2
	Statements of Cash Flows (unaudited)
	for the nine months ended July 31, 2010 and 2009	3
	Notes to the Unaudited Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	21
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Removed and Reserved	22
Item 5.	Other Information	22
Item 6.	Exhibits	22
Signatures		23
Index of Exhibits		E-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this quarterly report on Form 10-Q and other filings of the registrant 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 generally and in the industries in which the registrant may participate; competition within the registrant’s chosen industries, including competition from much larger competitors; technological advances; available capital; regulatory approvals; and failure by the registrant to successfully acquire, develop or market products and form new business relationships.

In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology.  Although the registrant believes that the expectations reflected in the forward-looking statements contained herein are reasonable, the registrant cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither the registrant, nor any other person assumes responsibility for the accuracy and completeness of such statements.  The registrant is under no duty to update any of the forward-looking statements contained herein after the date this quarterly report on Form 10-Q is submitted to the Securities and Exchange Commission (the “SEC”).

PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

Scivanta Medical Corporation

Balance Sheets

	July 31, 2010 (Unaudited)			October 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	136,044		$	97,415
Restricted cash – stock purchase		100,000			—
Prepaid expenses and other		14,075			10,331
Tax loss receivable		—			179,468
Total current assets		250,119			287,214
Other		500			2,527
Total assets	$	250,619		$	289,741
Liabilities
Current liabilities:
Accounts payable	$	257,768		$	269,913
Accounts payable - related party		27,580			1,783
Accrued expenses		65,225			42,181
Accrued compensation		562,934			262,417
Deposit - stock purchase		100,000			—
Notes payable		108,438			162,286
Convertible debentures		—			250,000
Total current liabilities		1,121,945			988,580
Long-term liabilities:
Convertible debentures		250,000			—
Commitments and contingencies
Stockholders' deficiency
Common stock, $.001 par value; 100,000,000 shares authorized; 29,814,543 and 26,981,210 shares issued and outstanding as of July 31, 2010 and October 31, 2009, respectively		29,815			26,981
Additional paid-in capital		21,281,086			21,009,649
Accumulated deficit		(22,432,227	)		(21,735,469	)
Total stockholders' deficiency		(1,121,326	)		(698,839	)
Total liabilities and stockholders' deficiency	$	250,619		$	289,741

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

1

Scivanta Medical Corporation

Statements of Operations

(Unaudited)

	Three Months Ended July 31,						Nine Months Ended July 31,
	2010			2009			2010			2009
Net sales	$	—		$	—		$	—		$	—
Cost of sales		—			—			—			—
Gross profit		—			—			—			—
Operating expenses (income):
Research and development, net		3,625			28,418			15,002			254,837
General and administrative		196,990			308,022			714,868			1,015,593
Gain on settlement of accounts payable and accrued expenses		(25,146	)		—			(49,146	)		—
Loss from operations		(175,469	)		(336,440	)		(680,724	)		(1,270,430	)
Interest income		—			28			—			2,941
Interest expense		(5,308	)		(5,306	)		(16,034	)		(16,061	)
Net loss	$	(180,777	)	$	(341,718	)	$	(696,758	)	$	(1,283,550	)
Net loss per common share, basic and diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.05	)
Weighted average number of common shares outstanding, basic and diluted		28,510,195			26,981,210			27,605,141			26,931,654

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

2

Scivanta Medical Corporation

Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31,
	2010			2009
Cash flows from operating activities:
Net loss	$	(696,758	)	$	(1,283,550	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		2,027			3,781
Stock based compensation expense		38,021			104,611
Gain on settlement of accounts payable and accrued expenses		(49,146	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other		23,281			38,731
Tax loss receivable		179,468			512,354
Other receivables		—			211,438
Accounts payable		35,001			34,931
Accounts payable - related party		25,797			175
Accrued expenses		45,044			74,837
Accrued compensation		300,517			—
Net cash used in operating activities		(96,748	)		(302,692	)
Cash flows from financing activities:
Repayment of note payable		(80,873	)		(53,607	)
Proceeds from sale of common stock, net of offering costs		216,250			—
Proceeds from deposit on stock purchase		100,000			—
Restricted cash – stock purchase		(100,000	)		—
Net cash provided by (used in) financing activities		135,377			(53,607	)
Increase (decrease) in cash and cash equivalents		38,629			(356,299	)
Cash and cash equivalents - beginning of period		97,415			598,644
Cash and cash equivalents - end of period	$	136,044		$	242,345
Supplemental disclosure of cash flow information:
Cash paid for interest	$	1,034		$	1,061
Cash paid for income taxes	$	750		$	2,415
Noncash financing activities:
Issuance of note payable as payment for insurance premium	$	27,025		$	24,706
Issuance of 333,333 and 153,846 shares of common stock, respectively, as payment for interest due on convertible debentures	$	20,000		$	20,000

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

3

Scivanta Medical Corporation

Notes to the Unaudited Financial Statements

1. Organization and Description of Business

Scivanta Medical Corporation (“Scivanta” or the “Company”), originally incorporated in New Jersey on November 29, 1982, is currently a Nevada corporation headquartered in Spring Lake, New Jersey.  The Company ceased selling all products during the fiscal year ended October 31, 2004.

On November 10, 2006, the Company acquired the exclusive world-wide rights to develop, manufacture and distribute certain proprietary technologies known as the Scivanta Cardiac Monitoring System (the “SCMS”), a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance.  The SCMS will provide the primary measurements of cardiac performance, including left atrial pressure, which is a crucial measurement in monitoring cardiac challenged patients.  The essential hardware, software and catheter components for the SCMS have been completed.  Scivanta currently has a fully assembled SCMS device that has been used in the initial clinical trial. The two major items remaining in the development of the SCMS are the completion of the clinical trials and the design and engineering of the production model of the SCMS.

The Company will not be able to complete the clinical trials or the design and engineering of the production model of the SCMS without obtaining additional cash through an equity and/or debt financing or through corporate partnerships.  The Company continues to pursue potential investors and continues to engage several placement agents to assist in this endeavor.  No assurances can be given that the Company will be able to obtain sufficient capital to finish the development of the SCMS through any corporate partnerships and/or through equity and/or debt financing.  In addition, no assurances can be given that if the Company successfully develops and markets the SCMS, such product will become profitable.

Depending upon Scivanta’s ability to secure additional financing, the length of the clinical trials and the length of the review by the United States Food and Drug Administration (the “FDA”), Scivanta estimates that it could have 510(k) premarket notification clearance from the FDA for the SCMS by the end of July 2011, which will allow Scivanta to commence sales of the SCMS in the United States shortly thereafter.  Scivanta estimates that it will commence European sales within three months following the commencement of United States sales.

2. Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the rules and regulations of the SEC.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended July 31, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending October 31, 2010 or for any other period.  The unaudited financial statements should be read in conjunction with the financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended October 31, 2009.

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The accompanying financial statements have been prepared assuming that Scivanta will continue as a going concern.  The Company has incurred significant recurring operating losses, negative cash flows from operations, a working capital deficiency and an accumulated deficit of $22,432,227 as of July 31, 2010.  The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing in order to continue operations.  The current economic slowdown could make financing more difficult to obtain.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of September 17, 2010, the Company’s cash position was approximately $88,000.  Without any additional financing, the Company will only be able to continue it administrative operations, on a limited basis, for approximately five months from the filing date of this Form 10-Q.  The Company continues to seek equity and/or debt investors and has engaged several placement agents to assist the Company in this initiative.  The Company has reduced and deferred the payment of operating expenses, including the reduction of the salaries of the officers/employees, the reduction and deferral of vendor payments, the deferral of the payment of the accrued officers’ salaries ($441,665 as of July 31, 2010) and the deferral of the payment of bonus awards for fiscal 2008 ($98,500 as of July 31, 2010 of which $82,500 is due to officers).  While the Company is aggressively pursuing the opportunities and actions described above, there can be no assurance that the Company will continue to be successful in its capital raising efforts.  The Company is also exploring strategic alternatives, including, but not limited to, the sale of the Company.  Any additional equity financing may result in substantial dilution to the Company’s stockholders.

3. License and Development Agreements

SCMS License Agreement

On November 10, 2006, Scivanta 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.”  The License Agreement was amended on June 29, 2007, October 24, 2008, January 6, 2009 and October 29, 2009.

Pursuant to the License Agreement, the Licensor granted Scivanta the exclusive world-wide rights to develop, manufacture and distribute the SCMS, 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 later of (a) the expiration date of the last to expire patent right related to the SCMS, which is currently May 1, 2027, or (b) thirteen years from the sale of the first licensed product on a country by country basis.

5

Scivanta agreed to make an initial payment of $264,300 which was subsequently reduced to $262,957 pursuant to the first amendment to the License Agreement dated June 29, 2007.  Scivanta paid $40,900 on November 16, 2006, $80,000 on October 31, 2007 and was required to pay $142,057 on November 1, 2008.  Pursuant to the second amendment to the License Agreement dated October 24, 2008, the $142,057 payment was restructured as follows:  (a) $39,101 was paid in cash to Hickey on October 24, 2008; (b) $34,567 was paid in cash to Lundgren on October 24, 2008; (c) $33,822 was paid by issuing 187,900 shares of our common stock to the Foundation on October 28, 2008; and (d) $34,567 was paid in cash to Lundgren on February 4, 2009.

Further, pursuant to the second amendment to the License Agreement dated October 24, 2008, any milestone payments that Scivanta was required or may have been required to pay to the Licensor under the original terms of the License Agreement were eliminated in exchange for the following:  (a) a one-time cash payment by Scivanta to Hickey of $158,438 due on the date that was thirty days after the first commercial sale of a product utilizing the licensed technology, but no later than December 31, 2009; (b) the issuance of 224,960 shares of our common stock to the Foundation on October 28, 2008; (c)  the issuance of 162,500 shares of our common stock to Hickey on October 28, 2008 and (d) the issuance of 426,560 shares of our common stock to Lundgren on October 28, 2008.

Pursuant to the fourth amendment to the License Agreement, the payment of $158,438 that was due to Hickey on December 31, 2009 was restructured as follows:  (a) a cash payment of $50,000 was due to Hickey on February 28, 2010 (payment made by the Company on February 26, 2010) and (b) a cash payment of $108,438 is due to Hickey on the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology, but no later than October 31, 2010.  In addition, certain product development milestones and timeframes were modified as was the term of the Technology License Agreement.  Further, certain reporting requirements to the Licensor related to product development were modified and certain observation rights were granted to the Foundation.

Pursuant to the License Agreement, Scivanta 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 SCMS in the United States and for two years thereafter, Scivanta 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 SCMS outside the United States and for two years thereafter, Scivanta 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.  The Company is also required to pay the Licensor 25% of all sublicensing revenue, as defined in the License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the License Agreement.

The License Agreement also requires Scivanta to use commercially reasonable efforts to commercialize and market the SCMS within certain timeframes, subject to specified exceptions, as detailed in the License Agreement, the third amendment to the License Agreement dated January 6, 2009 and the fourth amendment to the License Agreement dated October 29, 2009.  Further, the License Agreement contains standard provisions regarding indemnification, termination and patent prosecution.

6

Ethox Development Agreement

On June 29, 2007, Scivanta and Ethox International, Inc. (“Ethox”) entered into a development agreement whereby Ethox provided Scivanta engineering and development support for the catheter component of the SCMS in exchange for the rights to manufacture the component upon regulatory approval and commercialization of the SCMS.  The development agreement had a two year term that expired on June 29, 2009.  During the term of the development agreement and for a period of twelve months thereafter, Ethox agreed to not participate in the design, development, creation or production of a double balloon catheter to be used as part of a cardiac monitoring system for any party other than Scivanta.  The development agreement contained standard provisions regarding indemnification and termination.  Subject to Scivanta raising additional capital, Scivanta and Ethox intend to negotiate an extension of the development agreement.

Terms for the manufacturing of the catheter component of the SCMS are contained in a supply agreement which will be entered into by Scivanta and Ethox upon regulatory approval of the SCMS.  The supply agreement will have a four year term commencing on the date of the first commercial production of the catheter component of the SCMS, 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 Scivanta is required to order under the supply agreement.

The Company did not record any research and development expense related to this development agreement during the three and nine months ended July 31, 2010 and 2009.

ASG Development Agreement

On July 2, 2007, the Company entered into a development agreement with ASG.  Pursuant to the terms of this development agreement, ASG will provide software engineering services to Scivanta on the continuing development of the SCMS.  Scivanta can terminate the development agreement at any time upon written notification.  The Company did not record any research and development expense related to this development agreement during the three and nine months ended July 31, 2010.  For the three and nine months ended July 31, 2009, the Company recorded $0 and $103,569, respectively, of research and development expense for services and materials provided under this development agreement.

Rivertek Service Agreement

On February 5, 2009, Scivanta and Rivertek Medical Systems, Inc. (“Rivertek”) entered into an amended and restated service agreement whereby Rivertek will assist Scivanta in the development of the hardware component of the SCMS and assist in the management of the development of the software and catheter components of the SCMS.  The amended and restated service agreement will expire on December 31, 2010 and can be terminated earlier by either party upon three days written notice.  The services rendered to Scivanta provided under the amended and restated service agreement are to be billed on a time and material basis.

7

The Company did not record any research and development expense related to this service agreement during the three and nine months ended July 31, 2010.  During the three and nine months ended July 31, 2009, Scivanta recorded $1,600 and $110,638, respectively, of research and development expense for services and materials provided by Rivertek under the service agreement.

4. Related Party Transactions

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 and Secretary, are principals of Century Capital Associates LLC (“Century Capital”).   Effective February 1, 2007, the Company and Century Capital entered into a sublease agreement pursuant to which 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.  The sublease 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 and nine months ended July 31, 2010, the Company was billed $16,913 and $56,016, respectively, pursuant to the terms of the sublease agreement.  As of July 31, 2010, the Company owed Century Capital $25,000 for rent and $1,013 for expenses due under the sublease agreement and $1,567 for other expenses, which amounts are included in accounts payable – related party.  During the three and nine months ended July 31, 2009, the Company was billed $17,001 and $53,678, respectively, pursuant to the terms of the sublease agreement.

5. Notes Payable

Note Payable – Hickey

Pursuant to the second amendment to the License Agreement dated October 24, 2008, the Company was required to make a one-time cash payment to Hickey of $158,438 on the date that is thirty days after the first commercial sale of a product utilizing the licensed technology, but no later than December 31, 2009.  Pursuant to the fourth amendment to the License Agreement, the payment of $158,438 was restructured as follows:  (a) a cash payment of $50,000 was made to Hickey on February 28, 2010 and (b) a cash payment of $108,438 is due on the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology, but no later than October 31, 2010.

8

Notes Payable – Insurance

On January 9, 2009, the Company entered into a finance agreement with AICCO, Inc. (“AICCO”).  Pursuant to the terms of this finance agreement, AICCO loaned the Company the principal amount of $24,706, which amount would accrue interest at a rate of 10.93% per annum, in order to partially fund the payment of the premium of the Company’s director and officer liability insurance.  For the three and nine months ended July 31, 2009, the Company recorded $306 and $1,061, respectively, of interest expense related to this finance agreement.  As of October 31, 2009, the principal balance related to this finance agreement had been paid in full by the Company.

On July 29, 2009, the Company entered into a finance agreement with AICCO.  Pursuant to the terms of this finance agreement, AICCO loaned the Company the principal amount of $4,899, which amount would accrue interest at a rate of 12.24% per annum, in order to partially fund the payment of the premium of the Company’s workers compensation and general liability insurance.  For the three and nine months ended July 31, 2010, the Company recorded $14 and $167, respectively, of interest expense related to this finance agreement.  As of July 31, 2010, the principal balance related to this finance agreement had been paid in full by the Company.

On January 13, 2010, the Company entered into a finance agreement with AICCO.  Pursuant to the terms of this finance agreement, AICCO loaned the Company the principal amount of $27,025, which amount would accrue interest at a rate of 9.5% per annum, in order to partially fund the payment of the premium of the Company’s director and officer liability insurance.  For the three and nine months ended July 31, 2010, the Company recorded $294 and $867, respectively, of interest expense related to this finance agreement.  As of July 31, 2010, the principal balance related to this finance agreement had been paid in full by the Company.

6. 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.  The February 2007 Debentures originally had a three year term, maturing on January 31, 2010.  Effective January 31, 2010, the February 2007 Debentures were amended to extend the maturity date to January 31, 2012.

The February 2007 Debentures 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.

9

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 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.

Effective February 1, 2010, the Company issued 333,333 shares of its common stock to the February 2007 Debenture holders in satisfaction of $20,000 of interest due for the period February 1, 2009 through January 31, 2010.  The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.06 per share) as defined in the February 2007 Debentures.

For the three and nine months ended July 31, 2010, the Company recorded a total of $5,000 and $15,000, respectively of interest expense related to the February 2007 Debentures.  As of July 31, 2010, $10,000 of interest due on the February 2007 Debentures was accrued and included as a component of accrued expenses.  For the three and nine months ended July 31, 2009, the Company recorded a total of $5,000 and $15,000, respectively of interest expense related to the February 2007 Debentures.

7. Stock-Based Compensation

The Company accounts for stock-based payments to employees and non-employees in accordance with Accounting Standards Codification (“ASC”) 718, “Stock Compensation” (“ASC 718”).  During the three and nine months ended July 31, 2010 and 2009, the Company recorded stock-based compensation expense as follows:

	Three Months Ended July 31,				Nine Months Ended July 31,
	2010		2009		2010		2009
Research and development	$	—	$	—	$	—	$	(3,871	)
General and administrative		10,056		30,612		38,021		108,482
Total	$	10,056	$	30,612	$	38,021	$	104,611

For the three and nine months ended July 31, 2010, the Company recorded stock-based compensation expense related to stock options granted to employees of $10,056 and $38,021, respectively.  For the three and nine months ended July 31, 2009, the Company recorded stock-based compensation expense related to stock options granted to employees of $30,612 and $108,482, respectively.

For the nine months ended July 31, 2009, the Company recorded a reduction of $3,871 to stock-based compensation expense related to warrants issued to non-employees.  This reduction resulted from the variable accounting treatment associated with these warrants.

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8. Net Loss Per Common Share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period.  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.  The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.

For the three and nine months ended July 31, 2010, diluted net loss per share did not include the effect of 2,537,000 shares of common stock issuable upon the exercise of outstanding options, 3,796,750 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 and nine months ended July 31, 2009, diluted net loss per share did not include the effect of 2,537,000 shares of common stock issuable upon the exercise of outstanding options, 1,496,750 shares of common stock issuable upon the exercise of outstanding warrants and 1,041,677 shares of common stock issuable upon the conversion of the February 2007 Debentures, as their effect would be anti-dilutive.

9. Income Taxes

In December 2009, the Company was approved by the New Jersey Economic Development Authority (the “NJEDA”) to participate in the 2009 NJEDA Technology Business Tax Certificate Transfer Program.  This program enables approved, unprofitable technology companies based in the State of New Jersey to sell their unused net operating loss carryovers and unused research and development tax credits to unaffiliated, profitable corporate taxpayers in the State of New Jersey for at least 75% of the value of the tax benefits.  On January 20, 2010, the Company received $179,468 of net proceeds ($206,782 gross proceeds less $27,314 of expenses incurred) from a third party related to the sale of approximately $2,298,000 of the Company’s unused net operating loss carryovers for the State of New Jersey.

In November 2008, the Company was approved by the NJEDA to participate in the 2008 NJEDA Technology Business Tax Certificate Transfer Program.  On December 18, 2008, the Company received $512,354 of net proceeds ($585,061 gross proceeds less $72,707 of expenses incurred) from a third party related to the sale of approximately $6,500,000 of its unused net operating loss carryovers for the State of New Jersey.

10. Stockholders’ Equity

Stock Option Plans

The Company currently has two stock 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 July 31, 2010, 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.

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On May 31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan.  The 2007 Equity Incentive Plan was placed into effect in order to encourage and enable employees and directors of the Company to acquire or increase their holdings of common stock and to promote these individuals’ interests in the Company thereby enhancing the efficiency, soundness, profitability, growth and stockholder value of the Company.  The 2007 Equity Incentive Plan provides for awards in the form of restricted shares, incentive stock options, non-qualified stock options and stock appreciation rights.  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 July 31, 2010, options to purchase 1,067,000 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 1,933,000 additional shares of the Company’s common stock can be awarded under the 2007 Equity Incentive Plan.

Stock option awards under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan were granted at prices as determined by the Company’s compensation committee, but such prices were not less than the fair market value of the Company's common stock on the date of grant.  Stock options granted and outstanding include only non-qualified options and vest over a period of up to five years and have a maximum term of ten years from the date of grant.

A summary of stock option transactions for employees and directors under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan during the nine months ended July 31, 2010 is as follows:

	Stock Option Shares		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2009		2,537,000	$	0.16	$	1,750
Granted during the period		—		—
Exercised during the period		—		—
Terminated during the period		—		—
Outstanding at July 31, 2010		2,537,000	$	0.16	$	1,750
Exercisable at July 31, 2010		2,036,996	$	0.16	$	1,750
Exercisable at October 31, 2009		1,658,248	$	0.16	$	1,750

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Information with respect to outstanding options and options exercisable as of July 31, 2010 that were granted to employees is as follows:

		Stock Options Outstanding						Stock Options Exercisable
Exercise Price		Number of Shares Available Under Outstanding Stock Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price Per Common Share		Number of Shares Available for Purchase Under Outstanding Stock Options		Weighted Average Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (Years)
$	0.02		35,000		4.4	$	0.02		35,000	$	0.02		4.4
$	0.08		335,000		4.1	$	0.08		335,000	$	0.08		4.1
$	0.14		1,067,000		7.2	$	0.14		566,996	$	0.14		7.3
$	0.20		1,100,000		6.5	$	0.20		1,100,000	$	0.20		6.5
			2,537,000		6.4	$	0.16		2,036,996	$	0.16		6.3

A summary of the nonvested shares subject to options granted under the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan as of July 31, 2010 is as follows:

	Stock Option Shares			Weighted  Average Grant Date  Fair Value Per Share
Nonvested at October 31, 2009		878,752		$	0.10
Granted during the period		—			—
Vested during the period		(378,748	)	$	0.11
Terminated during the period		—			—
Nonvested at July 31, 2010		500,004		$	0.09

As of July 31, 2010, there was $33,187 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 six months.

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Warrants to Purchase Common Stock

A summary of warrant transactions during the nine months ended July 31, 2010 is as follows:

	Warrant Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2009		1,496,750		$	0.15	$	14,000
Issued during the period		2,500,000			0.10
Exercised during the period		—			—
Terminated during the period		(200,000	)		0.03
Outstanding at July 31, 2010		3,796,750		$	0.13	$	6,000
Exercisable at July 31, 2010		3,736,750		$	0.12	$	6,000
Exercisable at October 31, 2009		1,376,750		$	0.15	$	14,000

Information with respect to outstanding warrants and warrants exercisable at July 31, 2010 is as follows:

		Warrants Outstanding						Warrants Exercisable
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		Weighted Average Remaining Contractual Life (Years)
$	0.04		200,000		3.8	$	0.04		200,000	$	0.04		3.8
$	0.10 - 0.13		2,785,000		2.0	$	0.10		2,785,000	$	0.10		2.0
$	0.20 - 0.25		811,750		1.9	$	0.22		751,750	$	0.22		1.9
			3,796,750		2.0	$	0.13		3,736,750	$	0.12		2.1

A summary of the nonvested shares subject to warrants as of July 31, 2010 is as follows:

	Warrant Shares			Weighted  Average Grant Date  Fair Value Per Share
Nonvested at October 31, 2009		120,000		$	0.22
Issued during the period		2,500,000		$	0.01
Vested during the period		(2,560,000	)	$	0.01
Terminated during the period		—			—
Nonvested at July 31, 2010		60,000		$	0.22

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As of July 31, 2010, there was $5,543 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 five months.

Issuance of Common Stock and Warrant to Purchase Common Stock

On June 18, 2010, the Company closed on a private placement of a common stock unit that consisted of 2,500,000 shares of the Company’s common stock and a warrant to purchase 2,500,000 shares of the Company’s common stock.  The gross proceeds received in connection with this private placement were $250,000.  The warrant has a two year term, is exercisable at $0.10 per share and was fully vested at the date of issuance.  The fair value of the warrant 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 0.74%; volatility of 44.02%; and an expected life of two years.  The warrant had a fair value of approximately $23,000 at the date of issuance.  The Company incurred offering costs of $33,750 in connection with this transaction, which were recorded as an offset to additional paid in capital.

Stock Purchase Deposit

As of July 31, 2010, the Company received $100,000 related to potential stock purchases from investors who have elected to participate in the Company’s on-going private placement of common stock units.  These potential stock purchases, in the aggregate, consist of 1,000,000 shares of the Company’s common stock and warrants to purchase 1,000,000 shares of the Company’s common stock.  The warrants have a two year term, are exercisable at $0.10 per share and will be fully vested at the date of issuance.  The Company intends to close on these potential stock purchases when funding for the private placement, on a cumulative basis, reaches $1,500,000 of gross proceeds ($250,000 was closed on June 18, 2010), otherwise the proceeds will be returned by the Company to the potential investors.  As of July 31, 2010, the $100,000 has been recorded as restricted cash – stock purchase with a corresponding liability of $100,000 as deposit - stock purchase.

11. 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 Messrs. 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.  Effective February 1, 2010, each of Messrs. LaVance and Gifford agreed to reduce the annual base salary due to each of them to $200,000, which reduction will remain in effect until the Company is able to raise sufficient capital that will enable the Company to compensate them at the original annual base salary amount.  In addition, both Messrs. 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.

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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 one-hundred eighty 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 or 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 twelve 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.

As of July 31, 2010, the Company had accrued $524,165 of compensation payments related to the Employment Agreements.  Of this amount, $441,665 related to salary payments due to Messrs. LaVance and Gifford and $82,500 related to bonus payments due to Messrs. LaVance and Gifford for the fiscal year ended October 31, 2008.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Background

Scivanta is a Nevada corporation headquartered in Spring Lake, New Jersey.  Scivanta ceased selling all products during the fiscal year ended October 31, 2004 and has not had any revenue from the sale of products since the second quarter of 2003.

On November 10, 2006, we acquired the exclusive world-wide rights to develop, manufacture and distribute the SCMS, a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance.  The SCMS is currently in the development stage.

The SCMS will provide the primary measurements of cardiac performance, including left atrial pressure, which is a crucial measurement in monitoring cardiac challenged patients.  The essential hardware, software and catheter components for the SCMS have been completed.  Scivanta currently has a fully assembled SCMS device that has been used in the initial clinical trial.  The two major items remaining in the development of the SCMS are the completion of the clinical trials and the design and engineering of the production model of the SCMS.

We will not be able to complete the clinical trials or the design and engineering of the production model of the SCMS without obtaining additional cash through an equity and/or debt financing or through corporate partnerships.  We continue to pursue potential investors and have engaged several placement agents to assist in this endeavor.  No assurances can be given that we will be able to obtain sufficient capital to finish the development of the SCMS through any corporate partnerships and/or through equity and/or debt financing.  In addition, no assurances can be given that if we successfully develop and market the SCMS, such product will become profitable.

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 us 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, we evaluate our estimates, including those related to bad debts, income taxes, contingencies and litigation.  We based our 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 we believe 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 of Financial Condition and Results of Operations and in the Notes to the Financial Statements included in the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2009.  There have been no material changes to the critical accounting policies.

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Results of Operations

Net Sales.  Scivanta discontinued all product sales during the fiscal year ended October 31, 2004 and currently does not have any recurring revenue.

Research and Development.  For the three months ended July 31, 2010, research and development expenses, on a net basis, were $3,625, as compared to $28,418 for the three months ended July 31, 2009.  The $24,793, or 87%, decrease in research and development expenses, on a net basis, for the three months ended July 31, 2010 was primarily due to a $13,627 decrease in patent costs and a $9,566 decrease in clinical trial costs, each resulting from the slowdown of the remaining development of the SCMS as we seek additional capital to fund such development.

For the nine months ended July 31, 2010, research and development expenses, on a net basis, were $15,002, as compared to $254,837 for the nine months ended July 31, 2009.  The $239,835, or 94%, decrease in research and development expenses, on a net basis, for the nine months ended July 31, 2010 was primarily due to a $191,359 decrease in software and hardware development costs for the SCMS, a $22,848 decrease in consulting expenses related to the development of the SCMS, a $13,912 decrease in patent costs and a $35,197 decrease in clinical trial costs, each resulting from the slowdown of the remaining development of the SCMS as we seek additional capital to fund such development.  These decreases to research and development expense, on a net basis, for the nine months ended July 31, 2010, were partially offset by a $19,610 decrease in the reimbursement of software, hardware and clinical trial expenses by the Foundation resulting from the New York State Office of Science Technology and Academic Research contract that expired on November 30, 2009.

The amount of research and development expense to be incurred by us during the remainder of the fiscal year ending October 31, 2010 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnerships.  In the event that we are able to obtain additional capital sufficient to fund our research and development program, we would expect research and development expenses, on both a gross and net basis, for the fiscal year ending October 31, 2010 to increase.  If we are unable to obtain additional capital sufficient to fund our research and development program, we would expect research and development expenses for the fiscal year ending October 31, 2010, on both a gross and net basis, to remain at current levels.

General and Administrative.  For the three months ended July 31, 2010, general and administrative expenses were $196,990, as compared to $308,022 for the three months ended July 31, 2009.  The $111,032, or 36%, decrease in general and administrative expenses for the three months ended July 31, 2010 was primarily due a $2,700 decrease in director fees and expenses, a $77,206 decrease in employee payroll and related tax and benefit costs primarily related to salary reductions and a $20,556 decrease in stock based compensation expense primarily related to stock options granted to employees and directors.

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For the nine months ended July 31, 2010, general and administrative expenses were $714,868, as compared to $1,015,593 for the nine months ended July 31, 2009.  The $300,725, or 30%, decrease in general and administrative expenses for the nine months ended July 31, 2010 was primarily due a $23,877 decrease in legal expenses due to a decrease in costs associated with securities reporting and other corporate activities, a $14,563 decrease in director fees and expenses, a $142,491 decrease in employee payroll and related tax and benefit costs primarily related to salary reductions, an $8,103 decrease in travel expenses, a $9,750 decrease in consulting expense primarily related to investor relations and business development, a $20,418 decrease in costs related to the annual stockholders meeting and a $70,461 decrease in stock based compensation expense primarily related to stock options granted to employees and directors.

The amount of general and administrative expense to be incurred by us during the remainder of the fiscal year ending October 31, 2010 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnerships.  In the event that we are able to obtain additional capital sufficient to fund our development and marketing of the SCMS, we would expect general and administrative expenses for the fiscal year ending October 31, 2010 to increase as we build the administrative infrastructure necessary to support the development and marketing of the SCMS.  If we are unable to obtain additional capital sufficient to fund our development and marketing of the SCMS, we would expect general and administrative expenses for the fiscal year ending October 31, 2010 to decrease as we continue to reduce our operating activities.

Operating Income.  During the three and nine months ended July 31, 2010, we recognized a gain on the settlement of accounts payable and accrued expenses of $25,146 and $49,146, respectively.

Other Income (Expenses).  During the three months ended July 31, 2010 and 2009, we incurred interest expense of $5,308 and $5,306, respectively, related to the February 2007 Debentures and the AICCO notes payable.  During the nine months ended July 31, 2010 and 2009, we incurred interest expense of $16,034 and $16,061, respectively, related to the February 2007 Debentures and the AICCO notes payable.

Interest income for the three and nine months ended July 31, 2010 was $0 and interest income for the three and nine months ended July 31, 2009 was $28 and $2,941, respectively.  The decrease in interest income for the three months ended July 31, 2010 was due to a decrease in cash and cash equivalents.

Net Loss.  For the three months ended July 31, 2010, Scivanta had a net loss of $180,777, or $0.01 per share (basic and diluted), as compared to a net loss of $341,718, or $0.01 per share (basic and diluted), for the three months ended July 31, 2009.  The decrease in the net loss was primarily attributable to a $24,793 decrease in research and development expenses, on a net basis, an $111,032 decrease in general and administrative expenses and a $25,146 gain on the write-off of accounts payable and accrued expenses.

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For the nine months ended July 31, 2010, Scivanta had a net loss of $696,758, or $0.03 per share (basic and diluted), as compared to a net loss of $1,283,550, or $0.05 per share (basic and diluted), for the nine months ended July 31, 2009.  The decrease in the net loss was primarily attributable to a $239,835 decrease in research and development expenses, on a net basis, a $300,725 decrease in general and administrative expenses and a $49,146 gain on the write-off of accounts payable and accrued expense.

Liquidity and Capital Resources

As of July 31, 2010, Scivanta had working capital deficiency of $871,826 and cash and cash equivalents on hand of $136,044.  The $38,629 increase in cash on hand from October 31, 2009 was primarily due to our continuing operating expenses and the $50,000 payment on the Hickey note payable pursuant to the License Agreement, offset by the receipt of $179,468 of net proceeds related to the sale of a portion of our unused net operating loss carryovers for the State of New Jersey to a third party through the 2009 NJEDA Technology Business Tax Certificate Transfer Program and the receipt $250,000 of gross proceeds from the private placement of a common stock unit.

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

As of September 17, 2010, our cash position was approximately $88,000.  Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately five months from the filing date of this Form 10-Q.  We have reduced and deferred the payment of operating expenses, including the reduction of the salaries of the officers/employees, the reduction and deferral of vendor payments, the deferral of the payment of accrued officers’ salaries ($441,665 as of July 31, 2010) and the deferral of the payment of bonus awards for fiscal 2008 ($98,500 as of July 31, 2010 of which $82,500 is due to officers).  We are exploring strategic alternatives, including, but not limited to, the possible sale of Scivanta.  Our independent registered public accounting firm included an emphasis of a matter paragraph in their report included in our annual report on Form 10-K for the fiscal year ended October 31, 2009, which expressed substantial doubt about our ability to continue as a going concern.  Our financial statements included herein do not include any adjustments related to this uncertainty.

We currently do not have any lending relationships with commercial banks and do not anticipate establishing such relationships in the foreseeable future due to our limited operations and assets.  We believe that our focus should be on obtaining additional capital through the private placement of our securities.  We are aggressively pursuing potential equity and/or debt investors and have engaged several placement agents to assist us in this initiative.  In addition, we have reduced and deferred the payment of operating expenses.  While we are aggressively pursuing the opportunities and actions described above, there can be no assurance that we will be successful in our efforts. If we are unable to secure additional capital, we will explore other strategic alternatives, including, but not limited to, the sale of Scivanta.  Any additional equity financing may result in substantial dilution to our stockholders.

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Expenditures under our development agreements with Ethox, ASG and Rivertek are at our discretion.  Assuming that we are successful in obtaining additional financing, we estimate that we could potentially spend approximately $1,000,000 related to these agreements over the next seven to nine months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Scivanta is a smaller reporting company and is therefore not required to provide this information.

Item 4. 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.

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PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Scivanta is a smaller reporting company and is therefore not required to provide this information.

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

On June 18, 2010, the Company closed on a private placement of a common stock unit that consisted of 2,500,000 shares of the Company’s common stock and a warrant to purchase an aggregate of 2,500,000 shares of the Company’s common stock.  The warrant has a two year term, is exercisable at $0.10 per share and was fully vested at the date of issuance.  The gross proceeds received in connection with this private placement were $250,000.  The market price of the Company’s common stock on the date of closing the transaction was $0.07 per share.

In connection with the issuance of these shares, 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. Removed and Reserved

Item 5. Other Information

On June 18, 2010, the Company sold a common stock unit that consisted of 2,500,000 shares of the Company’s common stock and a warrant to purchase an aggregate of 2,500,000 shares of the Company’s common stock in a private placement transaction.  See “Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.”

Item 6. Exhibits

See Index of Exhibits Commencing on Page E-1.

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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
September 20, 2010	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer
September 20, 2010	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

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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 as of 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).
4.3	Form of Addendum to Convertible Debenture, dated as of January 31, 2010, issued to the persons set forth in Exhibit 4.2 (Incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2009, filed with the SEC on January 29, 2010).
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	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).
10.3	Technology License Agreement between the Registrant and The Research Foundation of State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren 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).

E-1

Exhibit No.	Description of Exhibit
10.4	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).
10.5	Second 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 October 24, 2007 (Incorporated by reference to Exhibit 10.25 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 28, 2008).
10.6	Third 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 December 10, 2008 (Incorporated by reference to Exhibit 10.13 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.7	Fourth 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 October 29, 2009 (Incorporated by reference to Exhibit 10.31 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 30, 2008).
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).

E-2

Exhibit No.	Description of Exhibit
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).
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	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).
10.16	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).
10.17	Service Agreement, dated February 1, 2008, between the Registrant and Rivertek Medical Systems, Inc. (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.18	Amendment No. 1 to the Service Agreement dated February 1, 2008 between the Registrant and Rivertek Medical Systems, Inc., dated April 28, 2008  (Incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).

E-3

Exhibit No.	Description of Exhibit
10.19	Amended and Restated Service Agreement dated February 5, 2009 between the Registrant and Rivertek Medical Systems, Inc. (Incorporated by reference to Exhibit 10.25 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2009, filed with the SEC on March 17, 2009).
10.20	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).
10.21	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).
10.22	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).
10.23	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).
10.24	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).
10.25	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).
10.26	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).

E-4

Exhibit No.	Description of Exhibit
10.27	Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and David R. LaVance (Incorporated by reference to Exhibit 10.27 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
10.28	Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and Thomas S. Gifford (Incorporated by reference to Exhibit 10.28 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
10.29	Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which David R. LaVance was granted a non-qualified stock option to purchase up to 250,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.30	Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Thomas S. Gifford was granted a non-qualified stock option to purchase up to 250,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.31	Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Richard E. Otto was granted a non-qualified stock option to purchase up to 37,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.34 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.32	Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Lawrence M. Levy was granted a non-qualified stock option to purchase up to 35,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.33	Stock Option Agreement and Notice of Grant, dated January 21, 2009, pursuant to which Anthony Giordano, III was granted a non-qualified stock option to purchase up to 39,000 shares of common stock of the Registrant (Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
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-5

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, David R. LaVance, certify that:

1.    I have reviewed this report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

4.    The registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

Date:  September 20, 2010	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Thomas S. Gifford, certify that:

1.    I have reviewed this report on Form 10-Q 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 registrant as of, and for, the periods presented in this report;

4.    The registrant’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 registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.

September 20, 2010	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

EX-32.1

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-Q for the period ended July 31, 2010, 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:  September 20, 2010	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

EX-32.2

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-Q for the period ended July 31, 2010, 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.

September 20, 2010	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary