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 January 31, 2012

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 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   x     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 March 15, 2012, there were 31,116,913 shares of the registrant’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 (unaudited) as of January 31, 2012 and October 31, 2011	2
	Statements of Operations (unaudited)  for the three months ended January 31, 2012 and 2011	3
	Statements of Cash Flows (unaudited) for the three months ended January 31, 2012 and 2011	4
	Notes to the Unaudited Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	19
Item 1A.	Risk Factors	19
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	(Removed and Reserved	19
Item 5.	Other Information	19
Item 6.	Exhibits	19
Signatures		20
Index of Exhibit		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.  All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may”, “could”, “estimate”, “intend”, “continue”, “believe”, “expect” or “anticipate” or other similar words.  These forward-looking statements present our estimates and assumptions only as of the date of this report.  Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. Additionally, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 most likely do not apply to our forward-looking statements because we are considered a penny stock issuer.  You should, however, consult further disclosures we make in future filings of our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K.  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

Our balance sheet as of January 31, 2012 and the related statements of operations and cash flows for the three months ended January 31, 2012 and 2011 included in Item 1, have been prepared by us, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted from the following financial statements pursuant to the rules and regulations of the SEC.  In the opinion of management, the accompanying financial statements include all adjustments, which are of a normal and recurring nature, necessary to present fairly our financial position and results of operations.  It is suggested that the following financial statements be read in conjunction with the financial statements and notes thereto included in the registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2011.

The results of operations for the three months ended January 31, 2012 and 2011, respectively, are not necessarily indicative of the results of the entire fiscal year or for any other period.

1

Scivanta Medical Corporation

Balance Sheets

(Unaudited)

	January 31, 2012			October 31, 2011
Assets
Current assets:
Cash and cash equivalents	$	94,753		$	46,245
Grant receivable		--			131,979
Prepaid expenses		21,219			6,037
Total current assets	$	115,972		$	184,261
Liabilities
Current liabilities:
Accounts payable	$	216,099		$	208,912
Accounts payable - related party		35,000			41,302
Accrued expenses		74,866			81,794
Accrued compensation		225,627			225,627
Notes payable		119,158			105,000
Convertible debentures		25,000			75,000
Total current liabilities		695,750			737,635
Long-term liabilities:
Convertible debentures		275,000			275,000
Commitments and contingencies
Stockholders' deficiency
Common stock, $.001 par value; 100,000,000 shares authorized; 31,116,913 and 30,564,543  shares issued and outstanding, respectively		31,117			30,564
Additional paid-in capital		22,343,225			22,264,583
Accumulated deficit		(23,229,120	)		(23,123,521	)
Total stockholders' deficiency		(854,778	)		(828,374	)
Total liabilities and stockholders' deficiency	$	115,972		$	184,261
The accompanying notes are an integral part of these financial statements.

2

Scivanta Medical Corporation

Statements of Operations

(Unaudited)

	Three Months Ended January 31,
	2012			2011
Grant revenue	$	--		$	--
Operating expenses:
Research and development		8,890			7,705
General and administrative		68,034			184,962
Loss from operations		(76,924	)		(192,667	)
Other expenses:
Interest expense		(6,925	)		(5,120	)
Loss on conversion of convertible debentures		(21,750	)		--
Net loss	$	(105,599	)	$	(197,787	)
Net loss per common share, basic and diluted	$	0.00		$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		30,719,175			29,814,543
The accompanying notes are an integral part of these financial statements.

3

Scivanta Medical Corporation

Statements of Cash Flows

(Unaudited)

	Three Months Ended January 31,
	2012			2011
Cash flows from operating activities:
Net loss	$	(105,599	)	$	(197,787	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock based compensation expense		3,716			8,477
Loss on conversion of convertible debentures		21,750			--
Changes in operating assets and liabilities:
Grant receivable		131,979			112,500
Prepaid expenses		685			10,915
Accounts payable		7,187			(12,256	)
Accounts payable - related party		(6,302	)		(20,730	)
Accrued expenses		(3,199	)		15,001
Accrued compensation		--			96,315
Net cash provided by operating activities		50,217			12,435
Cash flows from financing activities:
Repayment of notes payable		(1,709	)		(1,711	)
Refund of proceeds from deposit on stock purchase		--			(50,000	)
Restricted cash – stock purchase		--			50,000
Net cash used in financing activities		(1,709	)		(1,711	)
Increase in cash and cash equivalents		48,508			10,724
Cash and cash equivalents - beginning of period		46,245			81,365
Cash and cash equivalents - end of period	$	94,753		$	92,089
Supplemental disclosure of cash flow information:
Cash paid for interest	$	123		$	120
Noncash financing activities:
Issuance of 552,370 shares of common stock as payment of $50,000 of principal and $3,729 of interest on convertible debentures	$	53,729		$	--
Issuance of note payable as payment for insurance premium	$	15,867		$	15,867
The accompanying notes are an integral part of these financial statements.

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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 initial clinical trials. 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 equity and/or debt financing or through corporate partnerships.  The Company is pursuing other potential investors and from time to time engages 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.

2.   Basis of Presentation

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has incurred significant recurring operating losses, negative cash flows from operations (excluding the grant receivable), has a working capital deficiency and an accumulated deficit of $23,229,120 as of January 31, 2011.  The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing involving the private placement of its securities in order to continue operations.  The recent economic slowdown has made 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.

5

The Company continues to seek equity and or debt investors and from time to time engages placement agents to assist the Company in this initiative.  The Company has reduced operating expenses and effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors.  The Company has also deferred the payment of $200,000 of accrued compensation due to its officers, has deferred the payment of $17,000 to its directors and a former director and has deferred certain other vendor payments until the Company secures sufficient additional financing.

While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts.  If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company.  Any additional equity financing may result in substantial dilution to our stockholders.

3.   Amended and Restated SCMS License Agreement

On February 14, 2011, the Company entered into an Amended and Restated technology license agreement (the “Amended and Restated 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 Amended and Restated License Agreement replaced the technology license agreement entered into by the Company and the Licensor on November 10, 2006, as amended.

Pursuant to the Amended and Restated License Agreement, the Licensor has 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 Amended and Restated License Agreement 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) 17 years from the sale of the first licensed product on a country by country basis.

Under the Amended and Restated License Agreement, Scivanta has agreed to pay Hickey $135,000, which was paid or is required to be paid as follows:  a) a cash payment of $30,000 was made to Hickey on June 3, 2011 and (b) a cash payment of $105,000 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 July 31, 2012.

Scivanta is required to pay the Licensor a royalty of 5% of annual net sales, as defined in the Amended and Restated License Agreement, subject to certain reductions as detailed in the Amended and Restated 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 Amended and Restated License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the Amended and Restated License Agreement.

6

The Amended and Restated License Agreement also requires Scivanta to use commercially reasonable efforts to develop and market the SCMS within certain timeframes, subject to specified exceptions.  Further, the Amended and Restated License Agreement contains standard provisions regarding indemnification, termination and patent prosecution.

4.   Grant Receivable

On October 29, 2010, the Company was awarded a Qualifying Therapeutic Discovery Project (“QTDP”) grant pursuant to a program created by the U.S. Patient Protection and Affordable Care Act of 2010.  The entire grant equaled $244,479 and was disbursed over a two year period.  Under the QTDP grant, the Company was awarded an initial amount of $112,500 for its fiscal year ended October 31, 2010 and was awarded the remainder of the grant, amounting to $131,979, for its fiscal year ended October 31, 2011.  The Company has recorded a grant receivable of $131,979 at October 31, 2011, which amount was paid in full to the Company during the quarter ended January 31, 2012.  The Company has no further performance obligations to meet relating to this grant.

5.   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 months ended January 31, 2012, the Company was billed $19,556 pursuant to the terms of the sublease agreement.  As of January 31, 2012, the Company owed Century Capital $35,000 for rent, which amount is included in accounts payable – related party.  During the three months ended January 31, 2011, the Company was billed $18,896 pursuant to the terms of the sublease agreement.

6.   Notes Payable

Note Payable – Hickey

Under the Amended and Restated License Agreement (see Note 3), the Company has agreed to pay Hickey $135,000, which was paid or is required to be paid as follows:  (a) a cash payment of $30,000 was made to Hickey on June 3, 2011 and (b) a cash payment of $105,000 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 July 31, 2012.  As of January 31, 2012 and October 31, 2011, the Company recorded the $105,000 due to Hickey as a component of notes payable.

7

Note Payable – Insurance

On January 4, 2012, the Company entered into a finance agreement with Imperial Credit Corporation (“Imperial”).  Pursuant to the terms of this finance agreement, Imperial loaned the Company the principal amount of $15,867, which amount would accrue interest at a rate of 9.3% per annum, in order to partially fund the payment of the premium of the Company’s director and officer liability insurance.  The finance agreement requires the Company to make nine monthly payments of $1,832, including interest, with the first payment due on January 31, 2012.  For the three months ended January 31, 2012, the Company recorded a total of $123 of interest expense related to this finance agreement.  As of January 31, 2012, the outstanding principal balance related to this finance agreement was $14,158, which is recorded as a component of notes payable.

7.   Convertible Debentures

February 2007 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.  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.

Up to 50% of the aggregate principal amount of the February 2007 Debentures is 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 is 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 also 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.

The February 2007 Debentures originally had a three year term, maturing on January 31, 2010.  In January 2010, the holders agreed to amend the February 2007 Debentures.  Pursuant to this amendment, the holders agreed to a new maturity date of January 31, 2012, extending the term of the February 2007 Debentures for an additional two year period.

8

On January 11, 2012, the Company issued 500,000 shares of common stock at $0.10 per share as full payment of $50,000 of outstanding principal on certain February 2007 Debentures and 52,370 shares of common stock at per share prices ranging between $0.07 and $0.08 as full payment of $3,729 of accrued and unpaid interest related to those February 2007 Debentures.  Due to the reduction in the conversion price, the Company recorded a loss on conversion of these February 2007 Debentures of $21,750.

Effective January 31, 2012, certain holders of February 2007 Debentures with an aggregate outstanding principal amount of $175,000, agreed to amend such February 2007 Debentures by extending the maturity date to January 31, 2014.  In addition, effective January 31, 2012, a holder of a February 2007 Debenture with an outstanding principal amount of $25,000 agreed to amend his February 2007 Debenture by extending the maturity date to July 31, 2012.

For the three months ended January 31, 2012 and 2011, the Company recorded a total of $4,785 and $5,000, respectively, of interest expense related to the February 2007 Debentures.  As of January 31, 2012, $16,000 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense.  The Company expects to settle this interest obligation through the issuance of shares of the Company’s common stock or the payment of cash or a combination thereof.

May 2011 Convertible Debenture

On May 20, 2011, the Company issued an 8% convertible debenture to an institutional investor (the “May 2011 Debenture”).  The gross proceeds received in connection with this private placement were $100,000.  The May 2011 Debenture has a three year term maturing on May 20, 2014 and bears interest at a rate of 8% per annum.  Interest is payable in annual installments, beginning on May 20, 2012, 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 May 2011 Debenture.

The entire principal amount of the May 2011 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.03 per share.  In addition, at the option of the Company and subject to certain restrictions provided in the May 2011 Debenture, the entire principal amount of the May 2011 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share upon the occurrence of: (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company’s common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000.  An aggregate of 3,333,333 shares of common stock can be issued pursuant to the May 2011 Debenture.

For the three months ended January 31, 2012, the Company recorded a total of $2,017 of interest expense related to the May 2011 Debenture.  As of January 31, 2012, $5,612 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expense.

9

8.   Stock-Based Compensation

The Company accounts for stock-based payments to employees in accordance with Accounting Standards Codification 718, “Stock Compensation” (“ASC 718”).  During the three months ended January 31, 2012 and 2011, the Company recorded employee stock-based compensation expense of $3,716 and $8,477, respectively, which amounts were included in general and administrative expense.

9.   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 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 that are not deemed to be anti-dilutive.  The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.

For the three months ended January 31, 2012, diluted net loss per share did not include the effect of 2,495,332 shares of common stock issuable upon the exercise of outstanding options, 3,953,000 shares of common stock issuable upon the exercise of outstanding warrants and 4,166,666 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, 2011, diluted net loss per share did not include the effect of 2,495,332 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.

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 (collectively, the “Equity Incentive Plans”).  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, 2012, 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 the Company’s common stock and to promote these individual’s 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 January 31, 2012, options to purchase 1,025,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 1,974,668 shares of the Company’s common stock remain available for awards under the 2007 Equity Incentive Plan.

Stock option awards under the Equity Incentive Plans 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 Equity Incentive Plans during the three months ended January 31, 2012 is as follows:

	Stock Option Shares		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2011		2,495,332	$	0.16	$	5,800
Granted during the period		--		--
Exercised during the period		--		--
Expired during the period		--		--
Outstanding at January 31, 2012		2,495,332	$	0.16	$	1,050
Exercisable at January 31, 2012		2,495,332	$	0.16	$	1,050
Exercisable at October 31, 2011		2,328,664	$	0.16	$	5,800

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Information with respect to outstanding options and options exercisable as of January 31, 2012 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 Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (Years)		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	$	0.02		2.9		35,000	$	0.02		2.9
$      0.08		335,000	$	0.08		2.6		335,000	$	0.08		2.6
$      0.14		1,025,332	$	0.14		5.7		1,025,332	$	0.14		5.7
$      0.20		1,100,000	$	0.20		5.0		1,100,000	$	0.20		5.0
		2,495,332	$	0.16		4.9		2,495,332	$	0.16		4.9

Warrants to Purchase Common Stock

A summary of warrant transactions during the three months ended January 31, 2012 is as follows:

	Warrant Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2011		4,046,750		$	0.12	$	10,000
Issued during the period		--			--
Exercised during the period		--			--
Expired during the period		(93,750	)	$	0.25
Outstanding at January 31, 2012		3,953,000		$	0.12	$	2,000
Exercisable at January 31, 2012		3,953,000		$	0.12	$	2,000
Exercisable at October 31, 2011		4,046,750		$	0.12	$	10,000

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Information with respect to outstanding warrants and warrants exercisable at January 31, 2012 is as follows:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number of Shares Available Under Outstanding Warrants		Weighted Average Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (Years)		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	$	0.04		2.3		200,000	$	0.04		2.3
$   0.10 - 0.13		3,035,000	$	0.10		0.5		3,035,000	$	0.10		0.5
$   0.20 - 0.25		718,000	$	0.22		0.4		718,000	$	0.22		0.4
		3,953,000	$	0.12		0.6		3,953,000	$	0.12		0.6

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, 2012, but can be renewed for successive one year periods unless terminated as provided in the Employment Agreements.  Pursuant to the original terms of the Employment Agreements, both Messrs. LaVance and Gifford were to be paid an annual base salary of $275,000.  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.

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.  Effective November 1, 2011, each of Messrs. LaVance and Gifford agreed to waive the salary due to them until the Company is able to raise sufficient capital that will enable it to pay cash compensation to Messrs. LaVance and Gifford.

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.

13

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.

Effective October 31, 2011, Messrs. LaVance and Gifford agreed to forfeit an aggregated $824,170 of accrued compensation due to under the Employment Agreements, which the Company recorded as additional paid-in capital for the fiscal year ended October 31, 2011.  Of this amount, $741,670 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.  After giving effect to the above forfeitures of accrued compensation, as of January 31, 2012, the Company had accrued $200,000 of compensation payments related to the Employment Agreements.

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 currently does not sell any products or technologies.

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 equity and/or debt financing or through corporate partnerships.  We continue to pursue potential investors and from time to time engage placement agents to assist us 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.

14

Depending upon our ability to secure additional financing, the length of the clinical trials and the length of the FDA’s review, Scivanta estimates that it could have 510(k) premarket notification clearance from the FDA for the SCMS within twelve months of obtaining sufficient financing, 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 sales in the United States.

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 U.S. GAAP.  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, 2011.  There have been no material changes to the critical accounting policies.

Results of Operations

Research and Development.  For the three months ended January 31, 2012, research and development expenses were $8,890, as compared to $7,705 for the three months ended January 31, 2011.  The $1,185, or 15%, increase in research and development expense for the three months ended January 31, 2012 was due to an increase in patent costs.

The amount of research and development expense to be incurred by us during the fiscal year ending October 31, 2012 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 for the fiscal year ending October 31, 2012 to significantly 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, 2012 to decrease as a result of a reduction in license costs related to the Amended and Restated License Agreement.

15

General and Administrative.  For the three months ended January 31, 2012, general and administrative expenses were $68,034, as compared to $184,962 for the three months ended January 31, 2011.  The $116,928, or 63%, decrease in general and administrative expenses for the three months ended January 31, 2012 was primarily due to a $108,174 decrease in employee payroll and related tax and benefit costs primarily related to Messrs. LaVance and Gifford’s agreement with the Company to waive salary due to them under the Employment Agreements effective November 1, 2011 until the Company is able to raise sufficient capital, a $7,500 decrease in director fees related to each directors agreement with the Company to waive cash compensation due effective to them November 1, 2011 until the Company is able to raise sufficient capital, a $4,761 decrease in stock based compensation expense primarily related to stock options granted to employees and directors, a $3,481 decrease in consulting services and a $2,104 decrease in the cost of director and officer liability insurance.  These decreases in general and administrative expenses for the three months ended January 31, 2012 were partially offset by a $1,193 increase in SEC filing fees, a $1,941 increase in office related costs and a $5,596 increase in legal expenses due to an increase in costs associated with securities reporting and other corporate activities.

The amount of general and administrative expense to be incurred by us during the fiscal year ending October 31, 2012 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, 2012 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, 2012 to decrease as we continue to reduce our operating activities.

Interest Expense.  During the three months ended January 31, 2012 and 2011, we incurred interest expense of $6,925 and $5,120, respectively, primarily related to convertible debentures.  The $1,805, or 35%, increase in interest expense for the three months ended January 31, 2012 was primarily due to the interest associated with the convertible debenture issued in May 2011.

Loss on Conversion of Convertible Debentures.  During the three months ended January 31, 2012, we recognized a loss of $21,750 on the conversion of certain February 2007 Convertible Debentures resulting from a reduction in the conversion price.

Net Loss.  For the three months ended January 31, 2012, Scivanta had a net loss of $105,599, or $0.00 per share (basic and diluted), as compared to a net loss of $197,787, or $0.01 per share (basic and diluted), for the three months ended January 31, 2011.  The decrease in the net loss was primarily attributable to a $116,928 decrease in general and administrative expenses, offset by the $21,750 loss on the conversion of convertible debentures.

16

Liquidity and Capital Resources

As of January 31, 2012, Scivanta had working capital deficiency of $579,778 and cash on hand of $94,753.  The $48,508 increase in cash on hand from October 31, 2011 was primarily due to the receipt of $131,979 of gross proceeds related to the QTDP grant offset by our continuing operating expenses.

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 and proceeds received from the QTDP grant.

As of March 15, 2012, our cash position was approximately $72,000.  Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately three to five months from the filing date of this quarterly report on Form 10-Q.  We have reduced operating expenses and effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors.  The Company has also deferred the payment of $200,000 of accrued compensation due to its officers, has deferred the payment of $17,000 to its directors and a former director and has deferred certain other vendor payments until the Company secures sufficient additional financing.  Our independent registered public accounting firm included an emphasis of a matter paragraph in their report included in the annual report on Form 10-K for the fiscal year ended October 31, 2011, 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 pursuing potential equity and/or debt investors and have engaged placement agents to assist us in this initiative.  While we are 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.

Expenditures related to the development of the SCMS 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 the development of the SCMS over the twelve month period following the financing.

17

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 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.

18

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 January 11, 2012, the Company issued, in a private placement, 500,000 shares of common stock at $0.10 per share as full payment of $50,000 of outstanding principal on certain February 2007 Debentures and 52,370 shares of common stock at a per share prices ranging between $0.07 and $0.08 as full payment of $3,729 of accrued and unpaid interest related to those February 2007 Debentures.  The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock as defined in the February 2007 Debentures.

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

None.

Item 6. Exhibits

See Index of Exhibits Commencing on Page E-1.

19

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 16, 2012	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

	SCIVANTA MEDICAL CORPORATION
March 16, 2012	By:	/s/ Thomas S. Gifford
		Thomas S. Giffor
		Chief Financial Officer and Secretary

20

INDEX OF EXHIBITS

Exhibit Number 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).

4.4 Form of Addendum to Convertible Debenture, dated as of January 31, 2012, issued to certain persons set forth in Exhibit 4.2.

4.5 8% Convertible Debenture, dated as of May 20, 2011, issued to Zanett Opportunity Fund, Ltd. (Incorporated by reference to Exhibit 4.4 to the Registrant’s quarterly report on Form 10-Q for the quarter ended April 30, 2011, filed with the SEC on June 14, 2011).

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).

21

Exhibit Number Description of Exhibit

10.3 Amended and Restated 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 February 14, 2011 (Incorporated by reference to Exhibit 10.8 to the Registrant’s annual report on Form 10-K for the fiscal year ended October 31, 2010, filed with the SEC on February 15, 2011).

10.4 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).

10.5 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).

10.6 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).

10.7 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).

10.8 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).

10.9 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).

10.10 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).

10.11 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).

E-1

Exhibit Number Description of Exhibit

10.12 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).

10.13 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).

10.14 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).

10.15 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).

10.16 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).

10.17 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).

10.18 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).

10.19 Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and David R. LaVance.  (Incorporated by reference to Exhibit 10.23 to the Registrant’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).

10.20 Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Registrant and Thomas S. Gifford. (Incorporated by reference to Exhibit 10.24 to the Registrant’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).

E-2

Exhibit Number Description of Exhibit

10.21 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).

10.22 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).

10.27 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).

10.28 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).

10.29 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-3

EX-4.4

EXHIBIT 4.4

Second Addendum to the 8% Convertible Debenture

between

and

Scivanta Medical Corporation

This Second Addendum (this “Second Addendum”) to the 8% Convertible Debenture (as such term is defined below), entered into as of the 31st day of January, 2012 (the “Second Addendum Effective Date”), is by and between _________________ (the “Holder”) and Scivanta Medical Corporation (the “Company”).  Capitalized terms used herein, but not otherwise defined herein, shall have the meanings given to such terms in the 8% Convertible Debenture issued as of February 1, 2007 (the “Debenture”).

WHEREAS,  as set forth in the Addendum to the Debenture dated as of January 31, 2010 (the “Addendum”) the Company promised to pay to the Holder, or its registered assigns, upon due presentation and surrender of the Debenture, on or after January 31, 2012, the principal amount of ___________________ ($____________); and

WHEREAS, the Company and Holder desire to further modify the aforementioned Debenture for the mutual benefit of both parties;

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.The modifications of the Debenture herein will be effective as of the Second Addendum Effective Date and will remain in effect for the duration of the Debenture unless further modified in writing by the parties hereto.

2.The Maturity Date of January 31, 2012 set forth in the Addendum shall be replaced with [July 31, 2012] or [January 31, 2014].

3.Other than as specifically modified in this Second Addendum, all other terms, conditions and covenants of the Debenture shall remain in full force and effect.

IN WITNESS WHEREOF, the undersigned have executed this Second Addendum, effective as of the Second Addendum Effective Date.

SCIVANTA MEDICAL CORPORATION		HOLDER
By:
Name:	Thomas S. Gifford	Holder
Title:	Executive Vice President and
	Chief Financial Officer

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:  March 16, 2012	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.

March 16, 2012	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 January 31, 2012, 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 16, 2012	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 January 31, 2012, 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 16, 2012	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

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Amended and Restated SCMS License Agreement

3 Months Ended

Jan. 31, 2012

License and Development Agreements [Abstract]

License and Development Agreements [Text Block]

3.   Amended and Restated SCMS License Agreement

On February 14, 2011, the Company entered into an Amended and Restated technology license agreement (the “Amended and Restated 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 Amended and Restated License Agreement replaced the technology license agreement entered into by the Company and the Licensor on November 10, 2006, as amended.

Pursuant to the Amended and Restated License Agreement, the Licensor has 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 Amended and Restated License Agreement 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) 17 years from the sale of the first licensed product on a country by country basis.

Under the Amended and Restated License Agreement, Scivanta has agreed to pay Hickey $135,000, which was paid or is required to be paid as follows:  a) a cash payment of $30,000 was made to Hickey on June 3, 2011 and (b) a cash payment of $105,000 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 July 31, 2012.

Scivanta is required to pay the Licensor a royalty of 5% of annual net sales, as defined in the Amended and Restated License Agreement, subject to certain reductions as detailed in the Amended and Restated 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 Amended and Restated License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the Amended and Restated License Agreement.

The Amended and Restated License Agreement also requires Scivanta to use commercially reasonable efforts to develop and market the SCMS within certain timeframes, subject to specified exceptions.  Further, the Amended and Restated License Agreement contains standard provisions regarding indemnification, termination and patent prosecution.

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Basis of Presentation

3 Months Ended

Jan. 31, 2012

Basis Of Presentation [Abstract]

Business Description and Basis of Presentation [Text Block]

2.   Basis of Presentation

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  The Company has incurred significant recurring operating losses, negative cash flows from operations (excluding the grant receivable), has a working capital deficiency and an accumulated deficit of $23,229,120 as of January 31, 2011.  The Company also has no lending relationships with commercial banks and is dependent on the completion of a financing involving the private placement of its securities in order to continue operations.  The recent economic slowdown has made 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.

The Company continues to seek equity and or debt investors and from time to time engages placement agents to assist the Company in this initiative.  The Company has reduced operating expenses and effective November 1, 2011, each of the Company’s officers agreed to waive the annual base salary due to them and each of the Company’s directors agreed to waive the annual retainer and meeting fees due to them until the Company is able to raise sufficient capital that would provide the Company with the ability to pay cash compensation to its officers and directors.  The Company has also deferred the payment of $200,000 of accrued compensation due to its officers, has deferred the payment of $17,000 to its directors and a former director and has deferred certain other vendor payments until the Company secures sufficient additional financing.

While the Company is pursuing the opportunities and actions described above, there can be no assurance that it will be successful in its efforts.  If the Company is unable to secure additional capital, it will explore other strategic alternatives, including, but not limited to, the sale of the Company.  Any additional equity financing may result in substantial dilution to our stockholders.

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Balance Sheets (USD $)	Jan. 31, 2012	Oct. 31, 2011
Current assets:
Cash and cash equivalents	$ 94,753	$ 46,245
Grant receivable	0	131,979
Prepaid expenses	21,219	6,037
Total current assets	115,972	184,261
Current liabilities:
Accounts payable	216,099	208,912
Accounts payable - related party	35,000	41,302
Accrued expenses	74,866	81,794
Accrued compensation	225,627	225,627
Notes payable	119,158	105,000
Convertible debentures	25,000	75,000
Total current liabilities	695,750	737,635
Long-term liabilities:
Convertible debentures	275,000	275,000
Commitments and contingencies
Stockholders' deficiency
Common stock, $.001 par value; 100,000,000 shares authorized; 31,116,913 and 30,564,543 shares issued and outstanding, respectively	31,117	30,564
Additional paid-in capital	22,343,225	22,264,583
Accumulated deficit	(23,229,120)	(23,123,521)
Total stockholders' deficiency	(854,778)	(828,374)
Total liabilities and stockholders' deficiency	$ 115,972	$ 184,261

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Statements of Cash Flows (Parenthetical) (USD $)	3 Months Ended
	Jan. 31, 2012
Statement Of Cash Flows [Abstract]
Shares issued as payment of interest on convertible debentures	552,370
Principal value of Covertible debentures	$ 50,000
Interest on Convertible debentures	$ 3,729

XML

Organization and Description of Business

3 Months Ended

Jan. 31, 2012

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

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 initial clinical trials. 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 equity and/or debt financing or through corporate partnerships.  The Company is pursuing other potential investors and from time to time engages 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.

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Balance Sheets (Parenthetical) (USD $)	Jan. 31, 2012	Oct. 31, 2011
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	31,116,913	30,564,543
Common stock, shares oustanding	31,116,913	30,564,543

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Commitments and Contingencies

3 Months Ended

Jan. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

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, 2012, but can be renewed for successive one year periods unless terminated as provided in the Employment Agreements.  Pursuant to the original terms of the Employment Agreements, both Messrs. LaVance and Gifford were to be paid an annual base salary of $275,000.  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.

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.  Effective November 1, 2011, each of Messrs. LaVance and Gifford agreed to waive the salary due to them until the Company is able to raise sufficient capital that will enable it to pay cash compensation to Messrs. LaVance and Gifford.

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.

Effective October 31, 2011, Messrs. LaVance and Gifford agreed to forfeit an aggregated $824,170 of accrued compensation due to under the Employment Agreements, which the Company recorded as additional paid-in capital for the fiscal year ended October 31, 2011.  Of this amount, $741,670 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.  After giving effect to the above forfeitures of accrued compensation, as of January 31, 2012, the Company had accrued $200,000 of compensation payments related to the Employment Agreements.

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Document and Entity Information	3 Months Ended
	Jan. 31, 2012	Mar. 15, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Scivanta Medical Corporation
Entity Central Index Key	0001093285
Amendment Flag	false
Current Fiscal Year End Date	--10-31
Document Type	10-Q
Document Period End Date	Jan. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Entity Well-Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		31,116,913

XML

Statements of Operations (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Jan. 31, 2012	Jan. 31, 2011
Grant revenue	$ 0	$ 0
Operating expenses:
Research and development	8,890	7,705
General and administrative	68,034	184,962
Loss from operations	(76,924)	(192,667)
Other expenses:
Interest expense	(6,925)	(5,120)
Loss on conversion of convertible debentures	(21,750)	0
Net loss	$ (105,599)	$ (197,787)
Net loss per common share, basic and diluted	$ 0	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	30,719,175	29,814,543

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Notes Payable

3 Months Ended

Jan. 31, 2012

Notes Payable [Abstract]

Debt Disclosure [Text Block]

6.   Notes Payable

Note Payable – Hickey

Under the Amended and Restated License Agreement (see Note 3), the Company has agreed to pay Hickey $135,000, which was paid or is required to be paid as follows:  (a) a cash payment of $30,000 was made to Hickey on June 3, 2011 and (b) a cash payment of $105,000 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 July 31, 2012.  As of January 31, 2012 and October 31, 2011, the Company recorded the $105,000 due to Hickey as a component of notes payable.

Note Payable – Insurance

On January 4, 2012, the Company entered into a finance agreement with Imperial Credit Corporation (“Imperial”).  Pursuant to the terms of this finance agreement, Imperial loaned the Company the principal amount of $15,867, which amount would accrue interest at a rate of 9.3% per annum, in order to partially fund the payment of the premium of the Company’s director and officer liability insurance.  The finance agreement requires the Company to make nine monthly payments of $1,832, including interest, with the first payment due on January 31, 2012.  For the three months ended January 31, 2012, the Company recorded a total of $123 of interest expense related to this finance agreement.  As of January 31, 2012, the outstanding principal balance related to this finance agreement was $14,158, which is recorded as a component of notes payable.

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Related Party Transactions

3 Months Ended

Jan. 31, 2012

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

5.   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 months ended January 31, 2012, the Company was billed $19,556 pursuant to the terms of the sublease agreement.  As of January 31, 2012, the Company owed Century Capital $35,000 for rent, which amount is included in accounts payable – related party.  During the three months ended January 31, 2011, the Company was billed $18,896 pursuant to the terms of the sublease agreement.

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Net Loss Per Common Share

3 Months Ended

Jan. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

9.   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 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 that are not deemed to be anti-dilutive.  The dilutive effect of the outstanding stock options and warrants is computed using the treasury stock method.

For the three months ended January 31, 2012, diluted net loss per share did not include the effect of 2,495,332 shares of common stock issuable upon the exercise of outstanding options, 3,953,000 shares of common stock issuable upon the exercise of outstanding warrants and 4,166,666 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, 2011, diluted net loss per share did not include the effect of 2,495,332 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.

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Convertible Debentures

3 Months Ended

Jan. 31, 2012

Convertible Debentures [Abstract]

Convertible Debentures [Text Block]

7.   Convertible Debentures

February 2007 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.  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.

Up to 50% of the aggregate principal amount of the February 2007 Debentures is 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 is 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 also 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.

The February 2007 Debentures originally had a three year term, maturing on January 31, 2010.  In January 2010, the holders agreed to amend the February 2007 Debentures.  Pursuant to this amendment, the holders agreed to a new maturity date of January 31, 2012, extending the term of the February 2007 Debentures for an additional two year period.

On January 11, 2012, the Company issued 500,000 shares of common stock at $0.10 per share as full payment of $50,000 of outstanding principal on certain February 2007 Debentures and 52,370 shares of common stock at per share prices ranging between $0.07 and $0.08 as full payment of $3,729 of accrued and unpaid interest related to those February 2007 Debentures.  Due to the reduction in the conversion price, the Company recorded a loss on conversion of these February 2007 Debentures of $21,750.

Effective January 31, 2012, certain holders of February 2007 Debentures with an aggregate outstanding principal amount of $175,000, agreed to amend such February 2007 Debentures by extending the maturity date to January 31, 2014.  In addition, effective January 31, 2012, a holder of a February 2007 Debenture with an outstanding principal amount of $25,000 agreed to amend his February 2007 Debenture by extending the maturity date to July 31, 2012.

For the three months ended January 31, 2012 and 2011, the Company recorded a total of $4,785 and $5,000, respectively, of interest expense related to the February 2007 Debentures.  As of January 31, 2012, $16,000 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense.  The Company expects to settle this interest obligation through the issuance of shares of the Company’s common stock or the payment of cash or a combination thereof.

May 2011 Convertible Debenture

On May 20, 2011, the Company issued an 8% convertible debenture to an institutional investor (the “May 2011 Debenture”).  The gross proceeds received in connection with this private placement were $100,000.  The May 2011 Debenture has a three year term maturing on May 20, 2014 and bears interest at a rate of 8% per annum.  Interest is payable in annual installments, beginning on May 20, 2012, 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 May 2011 Debenture.

The entire principal amount of the May 2011 Debenture is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.03 per share.  In addition, at the option of the Company and subject to certain restrictions provided in the May 2011 Debenture, the entire principal amount of the May 2011 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.03 per share upon the occurrence of: (a) a merger or acquisition of the Company or (b) the closing of a financing involving the Company’s common stock that results in gross proceeds to the Company, on a cumulative basis, of at least $600,000.  An aggregate of 3,333,333 shares of common stock can be issued pursuant to the May 2011 Debenture.

For the three months ended January 31, 2012, the Company recorded a total of $2,017 of interest expense related to the May 2011 Debenture.  As of January 31, 2012, $5,612 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expense.

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Stock-Based Compensation

3 Months Ended

Jan. 31, 2012

Share-Based Compensation [Abstract]

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

8.   Stock-Based Compensation

The Company accounts for stock-based payments to employees in accordance with Accounting Standards Codification 718, “Stock Compensation” (“ASC 718”).  During the three months ended January 31, 2012 and 2011, the Company recorded employee stock-based compensation expense of $3,716 and $8,477, respectively, which amounts were included in general and administrative expense.

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Stockholders' Equity

3 Months Ended

Jan. 31, 2012

Stockholders Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

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 (collectively, the “Equity Incentive Plans”).  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, 2012, 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 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 the Company’s common stock and to promote these individual’s 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 January 31, 2012, options to purchase 1,025,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 1,974,668 shares of the Company’s common stock remain available for awards under the 2007 Equity Incentive Plan.

Stock option awards under the Equity Incentive Plans 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 Equity Incentive Plans during the three months ended January 31, 2012 is as follows:

	Stock Option Shares		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2011		2,495,332	$	0.16	$	5,800
Granted during the period		--		--
Exercised during the period		--		--
Expired during the period		--		--
Outstanding at January 31, 2012		2,495,332	$	0.16	$	1,050
Exercisable at January 31, 2012		2,495,332	$	0.16	$	1,050
Exercisable at October 31, 2011		2,328,664	$	0.16	$	5,800

Information with respect to outstanding options and options exercisable as of January 31, 2012 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 Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (Years)		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	$	0.02		2.9		35,000	$	0.02		2.9
$      0.08		335,000	$	0.08		2.6		335,000	$	0.08		2.6
$      0.14		1,025,332	$	0.14		5.7		1,025,332	$	0.14		5.7
$      0.20		1,100,000	$	0.20		5.0		1,100,000	$	0.20		5.0
		2,495,332	$	0.16		4.9		2,495,332	$	0.16		4.9

Warrants to Purchase Common Stock

A summary of warrant transactions during the three months ended January 31, 2012 is as follows:

	Warrant Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2011		4,046,750		$	0.12	$	10,000
Issued during the period		--			--
Exercised during the period		--			--
Expired during the period		(93,750	)	$	0.25
Outstanding at January 31, 2012		3,953,000		$	0.12	$	2,000
Exercisable at January 31, 2012		3,953,000		$	0.12	$	2,000
Exercisable at October 31, 2011		4,046,750		$	0.12	$	10,000

Information with respect to outstanding warrants and warrants exercisable at January 31, 2012 is as follows:

	Warrants Outstanding						Warrants Exercisable
Range of Exercise Prices	Number of Shares Available Under Outstanding Warrants		Weighted Average Exercise Price Per Common Share		Weighted Average Remaining Contractual Life (Years)		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	$	0.04		2.3		200,000	$	0.04		2.3
$   0.10 - 0.13		3,035,000	$	0.10		0.5		3,035,000	$	0.10		0.5
$   0.20 - 0.25		718,000	$	0.22		0.4		718,000	$	0.22		0.4
		3,953,000	$	0.12		0.6		3,953,000	$	0.12		0.6

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Statements of Cash Flows (USD $)	3 Months Ended
	Jan. 31, 2012	Jan. 31, 2011
Cash flows from operating activities:
Net loss	$ (105,599)	$ (197,787)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation expense	3,716	8,477
Loss on conversion of convertible debentures	21,750	0
Changes in operating assets and liabilities:
Grant receivable	131,979	112,500
Prepaid expenses	685	10,915
Accounts payable	7,187	(12,256)
Accounts payable - related party	(6,302)	(20,730)
Accrued expenses	(3,199)	15,001
Accrued compensation	0	96,315
Net cash provided by operating activities	50,217	12,435
Cash flows from financing activities:
Repayment of notes payable	(1,709)	(1,711)
Refund of proceeds from deposit on stock purchase	0	(50,000)
Restricted cash - stock purchase	0	50,000
Net cash used in financing activities	(1,709)	(1,711)
Increase in cash and cash equivalents	48,508	10,724
Cash and cash equivalents - beginning of period	46,245	81,365
Cash and cash equivalents - end of period	94,753	92,089
Supplemental disclosure of cash flow information:
Cash paid for interest	123	120
Noncash financing activities:
Issuance of 552,370 shares of common stock as payment of $50,000 of principal and $3,729 of interest on convertible debentures	53,729	0
Issuance of notes payable as payment for insurance premiums	$ 15,867	$ 15,867

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Grant Receivable

3 Months Ended

Jan. 31, 2012

Other Receivables, Net, Current [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

4.   Grant Receivable

On October 29, 2010, the Company was awarded a Qualifying Therapeutic Discovery Project (“QTDP”) grant pursuant to a program created by the U.S. Patient Protection and Affordable Care Act of 2010.  The entire grant equaled $244,479 and was disbursed over a two year period.  Under the QTDP grant, the Company was awarded an initial amount of $112,500 for its fiscal year ended October 31, 2010 and was awarded the remainder of the grant, amounting to $131,979, for its fiscal year ended October 31, 2011.  The Company has recorded a grant receivable of $131,979 at October 31, 2011, which amount was paid in full to the Company during the quarter ended January 31, 2012.  The Company has no further performance obligations to meet relating to this grant.