UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X]	~~[X]~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
		For the quarterly period ended April 30, 2016
	For the quarterly period ended July 31, 2016
[ ]	[TRANSITION ]REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	~~TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~
		For the transition period from ______ to ______
	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
incorporation or organization)		Identification No.)

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. Yes [X] No [ ]

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 [ ]

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 [X] No [ ]

As of ~~June~~September 179, 2016, there were 20,~~805~~934,~~685~~717 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	41
	Balance Sheets (unaudited) as of April 30, 2016 and October 31, 2015	5
	Balance Sheets (unaudited) as of July 31, 2016 and October 31, 2015	2
	Statements of Operations (unaudited) for the three and six months ended April 30, 2016 and 2015	6
	Statements of Operations (unaudited) for the three and nine months ended July 31, 2016 and 2015	3
	Statements of Cash Flows (unaudited) for the six months ended April 30, 2016 and 2015	7
	Statements of Cash Flows (unaudited) for the nine months ended July 31, 2016 and 2015	4
	Notes to the Unaudited Financial Statements	85
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1814
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2117
Item 4.	Controls and Procedures	2117
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	2218
Item 1A.	Risk Factors	2218
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2218
Item 3.	Defaults Upon Senior Securities	2218
Item 4.	Mine Safety Disclosures	2218
Item 5.	Other Information	2218
Item 6.	Exhibits	2218
Signatures		2319
Index of Exhibits		E-1

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this quarterly report on Form 10-Q and other filings of the registrant under the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as well as information communicated orally or in writing between the dates of such filings, contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 objectives 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 quarterly report on Form 10-Q. Except as may be required under applicable securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement. 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. 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.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The balance sheet as of ~~April~~July 3031, 2016 and the related statements of operations for the three and ~~six~~nine months ended ~~April~~July 3031, 2016 ~~and~~ and 2015 and cash flows for the ~~six~~nine months ended ~~April~~July 3031, 2016 and 2015 for Scivanta Medical Corporation (“Scivanta” or the “Company”) included in Item 1, have been prepared by us, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (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, 2015.

The results of operations for the three and ~~six~~nine months ended ~~April~~July 3031, 2016 are not necessarily indicative of the results of the entire fiscal year or for any other period.

Scivanta Medical Corporation

Balance Sheets

(Unaudited)

	April 30, 2016			October 31, 2015
	July 31, 2016			October 31, 2015
Assets
Current assets:
Cash	$	3828,~~982~~148		$	21,658
Prepaid expenses		54,~~428~~739			6,969
Total current assets and total assets	$	4432,~~410~~887		$	28,627
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	~~116~~125,~~709~~880		$	102,086
Accounts payable - related party		—44,149			369,479
Accrued expenses		3834,~~401~~937			119,046
Convertible debentures		225,000			694,791
Total current liabilities		~~380~~429,~~110~~966			1,285,402
Note payable		—			105,000
Total liabilities		~~380~~429,~~110~~966			1,390,402
Commitments
Stockholders’ deficiency:
Preferred stock, $.001 par value; 20,000,000 shares authorized; no shares issued		—			—
Common stock, $.001 par value; 500,000,000 shares authorized; 20,805,685 and 6,359,055 shares issued and outstanding, respectively		20,806			6,359
Common stock, $.001 par value; 500,000,000 shares authorized; 20,934,717 and 6,359,055 shares issued and outstanding, respectively		20,935			6,359
Additional paid-in capital		24,~~223~~231,~~708~~579			23,080,594
Accumulated deficit		(24,~~580~~649,~~214~~593	)		(24,448,728	)
Total stockholders’ deficiency		(~~335~~397,~~700~~079	)		(1,361,775	)
Total liabilities and stockholders’ deficiency	$	4432,~~410~~887		$	28,627

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

Scivanta Medical Corporation

Statements of Operations

(Unaudited)

	Three Months Ended April 30,						Six Months Ended April 30,
	Three Months Ended July 31,						Nine Months Ended July 31,
	2016			2015			2016			2015
Revenue	$	—		$	—		$	—		$	—
Operating expenses:
General and administrative		6264,~~367~~843			5962,~~848~~829			~~151~~215,~~125~~968			~~114~~176,~~150~~979
Gain on settlement of note payable		—			—			(105,000	)		—
Loss from operations		(6264,~~367~~843	)		(5962,~~848~~829	)		(46110,~~125~~968	)		(~~114~~176,~~150~~979	)
Interest expense		(184,~~301~~536	)		(1716,~~920~~916	)		(3741,~~104~~640	)		(3754,~~426~~342	)
Loss on inducement of convertible debentures		~~(48,257~~—	)		—			(48,257	)		—
Net loss	$	(~~128~~69,~~925~~379	)	$	(7779,~~768~~745	)	$	(~~131~~200,~~486~~865	)	$	(~~151~~231,~~576~~321	)
Net loss per common share, basic and diluted	$	(0.0100	)	$	(0.01	)	$	(0.02	)	$	(0.0204	)
Weighted average number of common shares outstanding, basic and diluted		820,~~992~~861,~~736~~786			6,359,055			712,~~661~~093,~~425~~663			6,359,055

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

Scivanta Medical Corporation

Statements of Cash Flows

(Unaudited)

	Six Months Ended April 30,
	Nine Months Ended July 31,
	2016			2015
Cash flows from operating activities:
Net loss	$	(~~131~~200,~~486~~865	)	$	(~~151~~231,~~576~~321	)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on settlement of note payable		(105,000	)		—
Accretion of interest on convertible debentures		8,713			911,~~343~~261
Loss on inducement of convertible debentures		48,257			—
Changes in operating assets and liabilities:
Prepaid expenses		12,~~541~~230			13,~~319~~783
Accounts payable		1423,~~623~~794			(31,~~257~~719	)
Accounts payable - related party		87131,~~285~~434			71116,~~282~~830
Accrued expenses		4347,~~391~~927			2338,~~584~~582
Net cash used in operating activities		(3243,~~676~~510	)		(4962,~~305~~584	)
Cash flows from financing activities:
Proceeds from issuance of convertible debenture		50,000			50,000
Increase in cash		17,324			695
Increase (decrease) in cash		6,490			(12,584	)
Cash - beginning of period		21,658			26,114
Cash – end of period	$	3828,~~982~~148		$	2613,~~809~~530
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	500		$	500
Noncash financing activities:
Discount recorded in connection with issuance of convertible debenture	$	3,504		$	7,610
Issuance of 7,419,490 shares of common stock as payment of principal and interest due on convertible debentures	$	649,036		$	—
Issuance of 7,548,522 shares of common stock as payment of principal and interest due on convertible debentures	$	657,036		$	—
Issuance of 7,027,140 shares of common stock as settlement of accounts payable – related party	$	456,764		$	—

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

Scivanta Medical Corporation

Notes to the Unaudited Financial Statements

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 and negative cash flows from operations. The Company had a working capital deficiency of $~~335~~397,~~700~~079 and an accumulated deficit of $24,~~580~~649,~~214~~593 as of ~~April~~July 3031, 2016. The Company has not made the $25,000 principal payment due on a convertible debenture and, as a result, that obligation can be placed in default by the holder. 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. 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.

On November 10, 2006, the Company licensed 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. On January 22, 2016, the Company and the Licensor (as hereinafter defined) terminated the SCMS license agreement and, as a result, all property related to the SCMS held by the Company, including intellectual property, was assigned and returned to the Licensor (see Note 2).

The Company’s strategy for business development is focused on the acquisition, through licensing or purchasing, of medical devices, pharmaceuticals and other proprietary technologies, patented products or services. Any such acquisitions will be contingent upon the Company’s ability to secure the financing required to fund such acquisitions.

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. 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 paid certain obligations with shares of its common stock and has deferred certain other vendor payments until the Company secures sufficient additional debt or equity 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.

Amended and Restated SCMS License Agreement

On February 14, 2011, the Company entered into an Amended and Restated Technology 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 Technology License Agreement, as further amended on March 14, 2013, is referred to herein as the “License Agreement”.

Pursuant to the License Agreement, the Licensor granted the Company the exclusive world-wide rights to develop, manufacture and distribute certain proprietary technologies known as the SCMS. A cash payment of $105,000 was payable by the Company to Hickey as follows: (a) $50,000 was due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by the Company of at least $3,000,000 or any series of financings by the Company within a six (6) month period totaling at least $3,000,000; and (b) $55,000 was due to Hickey on or before the date that is thirty (30) days after the first commercial sale of a product utilizing the licensed technology (see Note 4).

On January 22, 2016, the Company and the Licensor entered into an agreement to terminate the License Agreement (the “License Termination Agreement”). The Company and the Licensor released each other from any and all claims and liabilities related to the License Agreement, including the $105,000 payment due to Hickey (see Note 4). In addition, pursuant to the License Termination Agreement, the Company assigned all intellectual property related to the SCMS to the Licensor and returned all property in its possession related to the SCMS to the Licensor.

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 (the “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. This agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. The Company is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes.

During the three and ~~six~~nine months ended ~~April 30~~July 31, 2016, the Company was billed $1620,~~281~~229 and $3858,~~235~~464, respectively, pursuant to the terms of the Sublease Agreement. On April 30, 2016, the Company paid $135,000 of rent and $36,899 of expenses due under the Sublease Agreement for the period commencing February 1, 2014 through April 30, 2016 and $284,865 of other expenses due to Century Capital for the period commencing September 1, 2013 through April 30, 2016 through the issuance of 7,027,140 shares of the Company’s common stock. ~~(see~~As ~~Note~~of 8)July 31, 2016, the Company owed Century Capital $15,000 for rent due under the Sublease Agreement, $5,229 for expenses due under the Sublease Agreement and $23,920 for other expenses, which amounts are presented in accounts payable – related party. During the three and ~~six~~nine months ended ~~April~~July 3031, 2015, the Company was billed $1719,~~073~~057 and $3453,~~693~~750, respectively, pursuant to the terms of the Sublease Agreement.

Note Payable

Pursuant to the License Agreement, a cash payment of $105,000 was payable to Hickey. Pursuant to the License Termination Agreement, the Licensor released the Company from any obligation regarding payment of the $105,000 to Hickey (see Note 2). Accordingly, for the nine ~~six~~ months ended ~~April~~July 3031, 2016, the Company recorded a $105,000 gain on the settlement of the note payable.

Convertible Debentures

February 2007 Convertible Debentures

On February 8, 2007, the Company issued 8% convertible debentures, dated February 1, 2007, in the aggregate principal amount of $250,000 to individual investors (the “February 2007 Debentures”). The February 2007 Debentures bear interest at a rate of 8% per annum and originally had a three year term, maturing on January 31, 2010, which was initially extended to January 31, 2012.

On January 11, 2012, the Company issued 50,000 shares of common stock as full payment of $50,000 of outstanding principal on certain February 2007 Debentures. On March 31, 2016, the Company issued 856,934 shares of common stock as full payment of $175,000 of outstanding principal due on the February 2007 Debentures and $34,302 of accrued and unpaid interest for the period commencing February 1, 2014 through March 31, 2016 (January 31, 2016 for the February 2007 Debenture that was not converted into shares of common stock on March 31, 2016). The number of shares issued as payment of the principal due was based on the conversion price as defined in the February 2007 Debentures and 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 ~~(see Note 8)~~.

As of ~~April~~July 3031, 2016, the remaining outstanding principal amount of the February 2007 Debentures was $25,000. The Company has not made payment on the outstanding balance of the remaining February 2007 Debenture and, as a result, such obligation can be placed in default by the holder.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $~~2,793~~504 and $67,~~826~~330, respectively, of interest expense related to the February 2007 Debentures. For the three and ~~six~~nine months ended ~~April~~July 3031, 2015, the Company recorded a total of $34,~~902~~ 033 and $711,~~935~~968, respectively, of interest expense related to the February 2007 Debentures. As of ~~April~~July 3031, 2016, $~~493~~997 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expenses. As of ~~April~~July 3031, 2016, the Company recorded the $25,000 of outstanding principal due on the remaining February 2007 Debenture as a component of current convertible debentures.

May 2011 Convertible Debenture

On May 20, 2011, the Company issued an 8% convertible debenture in the principal amount of $100,000 to an institutional investor (the “May 2011 Debenture”). The May 2011 Debenture bears interest at a rate of 8% per annum and originally had a three year term maturing on May 20, 2014 that was initially extended to May 20, 2015. Effective April 1, 2016, the holder agreed to a new maturity date of March 31, 2017.

10On March 31, 2016, the Company issued 128,205 shares of common stock to the May 2011 Debenture holder in satisfaction of $16,000 of interest due for the period commencing May 20, 2013 through May 19, 2015. On June 22, 2016, the Company issued 129,032 shares of common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period commencing May 20, 2015 through May 19, 2016. 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 May 2011 Debenture.

OnFor the ~~March~~three and nine months ended July 31, 2016, the Company ~~issued~~recorded ~~128~~a total of $2,~~205 shares~~016 and $6,006 of ~~common~~interest ~~stock~~expense torelated to the May 2011 Debenture. ~~holder~~For inthe ~~satisfaction~~three ofand ~~$16,000~~nine ofmonths ~~interest~~ended ~~due~~July ~~for~~31, 2015, the ~~period~~Company ~~commencing~~recorded ~~May 20~~a total of $2,017 ~~2013~~and ~~through~~$5,985 of interest expense related to the May ~~19,~~2011 ~~2015~~Debenture. ~~The~~As ~~number~~ of ~~shares~~July ~~issued~~31, as2016, ~~payment~~$1,630 of ~~the~~ interest due on the May 2011 Debenture was accrued ~~calculated~~and ~~based~~is onincluded ~~the~~as ~~market~~a ~~price~~ component of accrued expenses. As of July 31, 2016, the Company’s ~~common~~recorded ~~stock~~the as$100,000 ~~defined~~of inoutstanding principal due on the May 2011 Debenture ~~(see~~as ~~Note~~a 8)component of current convertible debentures.

For the three and six months ended April 30, 2016, the Company recorded a total of $1,973 and $3,990 of interest expense related to the May 2011 Debenture. For the three and six months ended April 30, 2015, the Company recorded a total of $1,951 and $3,968 of interest expense related to the May 2011 Debenture. As of April 30, 2016, $7,614 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expenses. As of April 30, 2016, the Company recorded the $100,000 of outstanding principal due on the May 2011 Debenture as a component of current convertible debentures.

August 2012 Convertible Debenture

On August 15, 2012, the Company issued an 8% convertible debenture in the principal amount of $100,000 to an institutional investor (the “August 2012 Debenture”). The August 2012 Debenture originally had a three year term maturing on August 15, 2015 and bears interest at a rate of 8% per annum. Effective April 1, 2016, the holder agreed to a new maturity date of March 31, 2017.

On March 31, 2016, the Company issued 161,538 shares of common stock to the August 2012 Debenture holder in satisfaction of $16,000 of interest due for the period commencing August 15, 2013 through August 14, 2015. 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 August 2012 Debenture ~~(see Note 8)~~.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $12,~~973~~016 and $36,~~990~~006 of interest expense related to the August 2012 Debenture. For the three and ~~six~~nine months ended ~~April~~July 3031, 2015, the Company recorded a total of $12,~~951~~017 and $35,~~968~~ 985 of interest expense related to the August 2012 Debenture. As of ~~April~~July 3031, 2016, $57,~~794~~810 of interest due on the August 2012 Debenture was accrued and is included as a component of accrued expenses. As of ~~April~~July 3031, 2016, the Company recorded the $100,000 of outstanding principal due on the August 2012 Debenture as a component of current convertible debentures.

December 2013 and April 2014 Convertible Debentures and Warrants

On December 12, 2013, the Company issued 10% convertible debentures in the aggregate principal amount of $150,000 to two individual investors (the “December 2013 Debentures”) and on April 1, 2014, the Company issued a 10% convertible debenture in the principal amount of $75,000 to one individual investor (the “April 2014 Debenture” and together with the December 2013 Debentures, the “Debentures”). In connection with the issuance of the Debentures, the Company issued warrants (the “Debenture Warrants”) to purchase shares of the Company’s common stock equal to 20% of the aggregate principal amount of the Debentures. The Debentures had a one year term with principal and interest on the December 2013 Debentures due December 12, 2014 and principal and interest on the April 2014 Debenture due April 1, 2015. The Debentures bear interest at a rate of 10% per annum.

The Company separately accounted for the liability and equity components of the Debentures based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $36,796 for the Debentures to account for the relative fair value attributable to the Debenture Warrants. The $36,796 debt discount was accreted as interest expense using the effective interest method over the respective one-year terms of the Debentures.

On March 31, 2016, the Company issued 4,223,392 shares of common stock, at $0.065 per share, as full payment of the $225,000 of outstanding principal and $49,521 of accrued and unpaid interest due on the Debentures ~~(see Note 8)~~. Due to the reduction in the conversion price from $0.13 per share (as provided in the Debentures) to $0.065 per share, the Company recorded a loss on the inducement of the Debentures of $40,122 during the ~~three~~ ~~and~~nine ~~six~~ months ended ~~April~~July 3031, 2016.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $~~3,598~~0 and $9,269, respectively, of interest expense related to the Debentures. For the three and ~~six~~nine months ended ~~April~~July 3031, 2015, the Company recorded a total of $75,~~456~~671 ~~($1,970 accreted)~~ and $1824,~~895~~ 566 ($7,738 accreted), respectively, of interest expense related to the Debentures.

February 2015 Convertible Debenture and Warrant

On February 12, 2015, the Company issued a 10% convertible debenture in the principal amount of $50,000 to an individual investor (the “February 2015 Debenture”). In connection with the issuance of the February 2015 Debenture, the Company issued a warrant (the “February 2015 Debenture Warrant”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the February 2015 Debenture. The February 2015 Debenture had a one-year term with principal and interest due February 12, 2016. The February 2015 Debenture bears interest at a rate of 10% per annum.

The Company separately accounted for the liability and equity components of the February 2015 Debenture based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $5,983 for the February 2015 Debenture to account for the relative fair value attributable to the February 2015 Debenture Warrant. The $5,983 debt discount was accreted as interest expense using the effective interest method over the one-year term of the February 2015 Debenture.

On March 31, 2016, the Company issued 856,270 shares of common stock, at $0.065 per share, as full payment of the $50,000 of outstanding principal and $5,658 of accrued and unpaid interest due on the February 2015 Debenture (see Note 8). Due to the reduction in the conversion price from $0.13 per share (as provided in the February 2015 Debenture) to $0.065 per share, the Company recorded a loss on the inducement of the February 2015 Debenture of $8,135 during the three and six months ended April 30, 2016.9

12On March 31, 2016, the Company issued 856,270 shares of common stock, at $0.065 per share, as full payment of the $50,000 of outstanding principal and $5,658 of accrued and unpaid interest due on the February 2015 Debenture. Due to the reduction in the conversion price from $0.13 per share (as provided in the February 2015 Debenture) to $0.065 per share, the Company recorded a loss on the inducement of the February 2015 Debenture of $8,135 during the nine months ended July 31, 2016.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $~~1,020~~0 ~~($197 accreted)~~ and $3,788 ($1,705 accreted), respectively, of interest expense related to the February 2015 Debenture. For ~~each of~~ the three and ~~six~~nine months ended ~~April~~July 3031, 2015, the Company recorded a total of $23,~~660~~ 178 ($1,~~605~~918 accreted) and $5,838 ($3,523 accreted), respectively, of interest expense related to the February 2015 Debenture.

September 2015 Convertible Debentures and Warrants

On September 14, 2015, the Company issued 10% convertible debentures in the aggregate principal amount of $25,000 to three individual investors (the “September 2015 Debentures”). In connection with the issuance of the September 2015 Debentures, the Company issued warrants (the “September 2015 Debenture Warrants”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the September 2015 Debentures. The September 2015 Debentures had a one-year term with principal and interest due September 14, 2016. The September 2015 Debentures bear interest at a rate of 10% per annum.

The Company separately accounted for the liability and equity components of the September 2015 Debentures based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $4,022 for the September 2015 Debentures to account for the relative fair value attributable to the September 2015 Debenture Warrants. The $4,022 debt discount was accreted as interest expense using the effective interest method over the term of the September 2015 Debentures (September 14, 2015 through March 31, 2016, the date the September 2015 Debentures were converted into shares of common stock).

On March 31, 2016, the Company issued 405,585 shares of common stock, at $0.065 per share as provided in the September 2015 Debentures, as full payment of the $25,000 of outstanding principal and $1,363 of accrued and unpaid interest due on the September 2015 Debentures ~~(see Note 8)~~.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $~~2,901~~0 ~~($2,490 accreted)~~ and $4,545 ($3,504 accreted), respectively, of interest expense related to the September 2015 Debentures.

January 2016 Convertible Debenture and Warrant

On January 4, 2016, the Company issued a 10% convertible debenture in the principal amount of $50,000 to an individual investor (the “January 2016 Debenture”). In connection with the issuance of the January 2016 Debenture, the Company issued a warrant (the “January 2016 Debenture Warrant”) to purchase shares of its common stock equal to 20% of the aggregate principal amount of the January 2016 Debenture. The January 2016 Debenture had a one-year term with principal and interest due January 4, 2017. The January 2016 Debenture bears interest at a rate of 10% per annum.

1310

The Company separately accounted for the liability and equity components of the January 2016 Debenture based upon the relative fair value of the liability and equity components on the date of issuance. As a result, the Company recorded a discount of $3,504 for the January 2016 Debenture to account for the relative fair value attributable to the January 2016 Debenture Warrant. The $3,504 debt discount was accreted as interest expense using the effective interest method over the term of the January 2016 Debenture (January 4, 2016 through March 31, 2016, the date the January 2016 Debenture was converted into shares of common stock).

On March 31, 2016, the Company issued 787,566 shares of common stock, at $0.065 per share as provided in the January 2016 Debenture, as full payment of the $50,000 of outstanding principal and $1,192 of accrued and unpaid interest due on the January 2016 Debenture ~~(see Note 8)~~.

For the three and ~~six~~nine months ended ~~April~~July 3031, 2016, the Company recorded a total of $~~4,043~~0 ~~($3,235 accreted)~~ and $4,696 ($3,504 accreted), respectively, of interest expense related to the January 2016 Debenture.

Stock-Based Compensation

The Company accounts for stock-based payments to employees in accordance with Accounting Standards Codification (“ASC”) 718, “Stock Compensation” (“ASC 718”). All stock-based payments to employees are grants of stock options that are recognized in the statement of operations based on their fair values at the date of grant. For each of the three and nine ~~six~~ months ended ~~April~~July 3031, 2016 and 2015, the Company did not record any employee stock-based compensation expense.

The Company accounts for stock-based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees.” For each of the three and ~~six~~nine months ended ~~April~~July 3031, 2016 and 2015, the Company did not record any non-employee stock-based compensation expense.

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.

As of ~~April~~July 3031, 2016, diluted net loss per share did not include the effect of 193,332 shares of common stock issuable upon the exercise of outstanding options, 903,846 shares of common stock issuable upon the exercise of outstanding warrants and 593,750 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

1411

As of ~~April~~July 3031, 2015, diluted net loss per share did not include the effect of 203,332 shares of common stock issuable upon the exercise of outstanding options, 673,077 shares of common stock issuable upon the exercise of outstanding warrants and 2,782,051 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

Stockholders’ Equity

Issuance of Common Stock as Payment of ~~Principal and~~ Interest on Convertible ~~Debentures~~Debenture

On June ~~March 31~~22, 2016, the Company issued ~~856~~129,~~934~~ 032 shares of common stock asto ~~full~~the ~~payment~~May of2011 ~~$175,000~~Debenture ofholder ~~outstanding~~in ~~principal~~satisfaction ~~due~~of ~~on the February 2007 Debentures and~~ $348,~~302~~000 of ~~accrued and unpaid~~ interest due for the period commencing ~~February~~May 120, ~~2014~~2015 through ~~March~~May 3119, 2016 (~~January 31, 2016 for the February 2007 Debenture that was not converted into shares of common stock on March 31, 2016) (~~see Note 5).

On March 31, 2016, the Company issued 128,205 shares of common stock to the May 2011 Debenture holder in satisfaction of $16,000 of interest due for the period commencing May 20, 2013 through May 19, 2015 (see Note 5).

On March 31, 2016, the Company issued 4,223,392 shares of common stock as full payment of the $225,000 of outstanding principal and $49,521 of accrued and unpaid interest due on the Debentures (see Note 5).

On March 31, 2016, the Company issued 856,270 shares of common stock as full payment of the $50,000 of outstanding principal and $5,658 of accrued and unpaid interest due on the February 2015 Debenture (see Note 5).

On March 31, 2016, the Company issued 405,585 shares of common stock as full payment of the $25,000 of outstanding principal and $1,363 of accrued and unpaid interest due on the September 2015 Debentures (see Note 5).

On March 31, 2016, the Company issued 787,566 shares of common stock as full payment of the $50,000 of outstanding principal and $1,192 of accrued and unpaid interest due on the January 2016 Debenture (see Note 5).

Issuance of Common Stock as Payment of Accounts Payable – Related Party

On April 30, 2016, the Company issued to Century Capital 7,027,140 shares of common stock as payment of $135,000 of rent and $36,899 of expenses due under the Sublease Agreement for the period commencing February 1, 2014 through April 30, 2016 and $284,865 of other expenses due to Century Capital for the period commencing September 1, 2013 through April 30, 2016 (see Note 3).

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 200,000. As of ~~April~~July 3031, 2016, options to purchase 110,000 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 original aggregate number of shares of common stock which could be awarded under the 2007 Equity Incentive Plan was 300,000 shares, subject to adjustment as provided in the 2007 Equity Incentive Plan. Effective December 27, 2013, as permitted under the 2007 Equity Incentive Plan, the Company’s board of directors increased the number of shares of common stock that could be awarded under the 2007 Equity Incentive Plan to 814,408 shares. As of ~~April 30~~July 31, 2016, options to purchase 83,332 shares of the Company’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 731,076 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 stock options that vested 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 six months ended April 30, 2016 is as follows:~~12

	Stock Option Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2015		203,332		$	1.70	$	—
Granted during the period		—			—
Exercised during the period		—			—
Expired during the period		(10,000	)	$	0.80
Outstanding at April 30, 2016		193,332		$	1.74	$	—
Exercisable at April 30, 2016		193,332		$	1.74	$	—
Exercisable at October 31, 2015		203,332		$	1.70	$	—

A summary of stock option transactions for employees and directors under the Equity Incentive Plans during the nine months ended July 31, 2016 is as follows:

	Stock Option Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2015		203,332		$	1.70	$	—
Granted during the period		—			—
Exercised during the period		—			—
Expired during the period		(10,000	)	$	0.80
Outstanding at July 31, 2016		193,332		$	1.74	$	—
Exercisable at July 31, 2016		193,332		$	1.74	$	—
Exercisable at October 31, 2015		203,332		$	1.70	$	—

Information with respect to stock options outstanding and stock options exercisable as of ~~April~~July 3031, 2016 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)
$	1.40		83,332	$	1.40		2.41		83,332	$	1.40		2.41
$	2.00		110,000	$	2.00		0.85		110,000	$	2.00		0.85
			193,332	$	1.74		1.42		193,332	$	1.74		1.42

Warrant to Purchase Common Stock

A summary of warrant transactions during the ~~six~~nine months ended ~~April~~July 3031, 2016 is as follows:

	Warrant Shares		Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2015		750,000	$	0.12	$	—
Issued during the period		153,846	$	0.07
Exercised during the period		—		—
Expired during the period		—		—
Outstanding at April 30, 2016		903,846	$	0.11	$	—
Outstanding at July 31, 2016		903,846	$	0.11	$	—
Exercisable at April 30, 2016		673,077	$	0.13	$	—
Exercisable at July 31, 2016		673,077	$	0.13	$	—
Exercisable at October 31, 2015		596,154	$	0.13	$	—

As of ~~April~~July 3031, 2016, the weighted average remaining contractual life for warrants outstanding was 1.86 years and for warrants exercisable was 1.63 years.

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. On January 22, 2016, Scivanta and the Licensor entered into the License Termination Agreement pursuant to which the License Agreement was terminated and, as a result, all property related to the SCMS held by Scivanta, including intellectual property, was assigned and returned to the Licensor. Scivanta is currently searching for a new business, technology, product or service to acquire.

Scivanta is currently operating on a limited basis as it continues to seek additional financing that will allow it to acquire a new technology, product or service. Our business development strategy will depend upon our ability to secure additional financing.

In the event that we acquire a new technology, product or service, no assurances can be given that we will have the financial and other resources necessary for us to acquire additional technologies, products or services. In addition, no assurances can be given that any technology, product or service that we acquire as part of our business development strategy will be profitable.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company’s financial condition and results of operations are based upon the interim financial statements contained elsewhere herein, which have been prepared in accordance with 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 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, 2015. There have been no material changes to the critical accounting policies.

Results of Operations

General and Administrative. For the three months ended July 31, 2016, general and administrative expenses were $64,843, as compared to $62,829 for the three months ended July 31, 2015. The $2,014, or 3%, increase in general and administrative expenses for the three months ended July 31, 2016 was primarily due to a $2,020 increase in legal expenses related to fundraising efforts and evaluation of potential acquisitions, a $1,333 increase in office related expenses and a $1,266 increase in expenses related to SEC filings and common stock issuances, offset by a $3,925 decrease in travel related expenses.

For the nine months ended July 31, 2016, general and administrative expenses were $215,968, as compared to $176,979 for the nine months ended July 31, 2015. The $38,989, or 22%, increase in general and administrative expenses for the nine months ended July 31, 2016 was primarily due to an $18,000 increase in consulting expenses and a $12,654 increase in legal expenses, each related to fundraising efforts and evaluation of potential acquisitions, and a $5,186 increase in office related expenses.

The amount of general and administrative expense to be incurred by us during the fiscal year ending October 31, 2016 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 the acquisition of a new business, product, technology or service, we would expect general and administrative expenses for the fiscal year ending October 31, 2016 to increase as we build the administrative infrastructure necessary to support the development or sale of a new business, product, technology or service. If we are unable to obtain additional capital sufficient to fund the acquisition of a new business, product, technology or service, we would expect general and administrative expenses for the fiscal year ending October 31, 2016 to remain at current minimum levels.

Gain on Settlement of Note Payable. For the nine months ended July 31, 2016, we recognized a $105,000 gain on the settlement of the note payable to Hickey pursuant to the License Termination Agreement.

Interest Expense. For the three months ended July 31, 2016, interest expense was $4,536, as compared to $16,916 for the three months ended July 31, 2015. The $12,380, or 73%, decrease in interest expense for the three months ended July 31, 2016 was primarily due to the April 30, 2016 conversion of outstanding principal on the February 2007 Debentures, the December 2013 Debentures, the April 2014 Debenture and the February 2015 Debenture into shares of common stock.

For the nine months ended July 31, 2016, interest expense was $41,640, as compared to $54,342 for the nine months ended July 31, 2015. The $12,702, or 23%, decrease in interest expense for the nine months ended July 31, 2016 was primarily due to the April 30, 2016 conversion of outstanding principal on the February 2007 Debentures, the December 2013 Debentures, the April 2014 Debenture and the February 2015 Debenture into shares of common stock.

Loss on Inducement of Convertible Debentures. For the nine months ended July 31, 2016, we recognized a loss of $48,257 on the conversion of certain convertible debentures due to a reduction in the conversion price.

Net Loss. For the three months ended July 31, 2016, our net loss was $69,379, or $0.00 per share (basic and diluted), as compared to a net loss of $79,745, or $0.01 per share (basic and diluted), for the three months ended July 31, 2015. The $10,366, or 13%, decrease in net loss for the three months ended July 31, 2016 was due to a $12,380 decrease in interest expense, offset by a $2,014 increase in general and administrative expenses.

For the nine months ended July 31, 2016, our net loss was $200,865, or $0.02 per share (basic and diluted), as compared to a net loss of $231,321, or $0.04 per share (basic and diluted), for the nine months ended July 31, 2015. The $30,456, or 13%, decrease in net loss for the nine months ended July 31, 2016 was due a $105,000 gain on the settlement of a note payable and a $12,702 decrease in interest expense, offset by a $38,989 increase in general and administrative expenses and a $48,257 loss on the inducement of convertible debentures.

Liquidity and Capital Resources

As of July 31, 2016, we had a working capital deficiency of $397,079 and cash on hand of $28,148. The $6,490 increase in cash on hand from October 31, 2015 was primarily due to the receipt of $50,000 of gross proceeds from the January 2016 Debenture, offset by our continuing operating expenses.

During the past several years, we 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 through the issuance of our common stock in exchange for services.

On March 31, 2016, we issued 7,419,490 shares of our common stock as payment of $649,036 of outstanding principal and accrued interest on certain convertible debentures. On April 30, 2016, we issued 7,027,140 shares of our common stock as payment of $456,764 related party accounts payable. On June 22, 2016, we issued 129,032 shares of our common stock as payment of $8,000 of interest due on a convertible debenture.

As of September 9, 2016, our cash position was approximately $22,400. Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately four months from the filing date of this quarterly report on Form 10-Q. Effective November 1, 2011, Scivanta’s officers agreed to waive the annual base salary due to them and Scivanta’s directors agreed to waive the annual retainer and meeting fees due to them until Scivanta is able to raise sufficient capital that would provide Scivanta with the ability to pay cash compensation to its officers and directors. Scivanta has also deferred certain vendor payments until it secures sufficient additional financing. We did not make $25,000 of principal payments due on a convertible debenture and, as a result, this obligation can be placed in default by the holder. Our independent registered public accounting firm included an emphasis of a matter paragraph in its report included in this annual report on Form 10-K, 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 from time to time 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.

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 period covered by this quarterly report on Form 10-Q, 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, who concluded that the Company’s disclosure controls and procedures are effective. There has been no change in the Company’s internal control over financial reporting during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

~~Item~~Disclosure controls 2.and ~~Management~~procedures are controls and other procedures that are designed to ensure that information required to be disclosed in the Company’s ~~Discussion~~reports filed or submitted under the Exchange Act is recorded, processed, summarized and ~~Analysis~~reported, ofwithin the ~~Financial~~time ~~Condition~~periods specified in the rules and ~~Results~~forms of ~~Operations~~the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Company’s reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~Background~~PART II. OTHER INFORMATION

~~Scivanta is a Nevada corporation~~Item ~~headquartered in Spring Lake, New Jersey~~1. ~~Scivanta~~Legal ~~currently does not sell any products or technologies.~~Proceedings

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 performanceNone. On January 22, 2016, Scivanta and the Licensor entered into the License Termination Agreement pursuant to which the License Agreement was terminated and, as a result, all property related to the SCMS held by Scivanta, including intellectual property, was assigned and returned to the Licensor. Scivanta is currently searching for a new business, technology, product or service to acquire.

~~Scivanta is currently operating~~Item ~~on a limited basis as it continues to seek additional financing that will allow it to acquire a new technology, product or service~~1A. ~~Our~~ ~~business~~Risk ~~development strategy will depend upon our ability to secure additional financing.~~Factors

~~In the event that we acquire~~Scivanta is a ~~new~~smaller ~~technology,~~reporting ~~product~~company ~~or service, no assurances can be given that we will have the financial~~ and ~~other~~is ~~resources~~therefore ~~necessary for~~not usrequired to ~~acquire~~provide ~~additional~~this ~~technologies, products or services~~information. ~~In addition, no assurances can be given that any technology, product or service that we acquire as part of our business development strategy will be profitable.~~

~~Critical~~Item 2. ~~Accounting~~Unregistered Sales ~~Policies~~of Equity Securities and ~~Estimates~~Use of Proceeds

~~The~~On June ~~discussion~~22, ~~and~~2016, ~~analysis of~~ the Company’s ~~financial~~issued ~~condition~~129,032 ~~and~~shares ~~results~~ of ~~operations~~common ~~are~~stock ~~based~~to ~~upon~~ the ~~interim~~May ~~financial~~2011 ~~statements~~Debenture ~~contained elsewhere~~holder ~~herein, which have been prepared~~ in ~~accordance~~satisfaction ~~with U.S. GAAP. The preparation~~ of ~~these~~$8,000 ~~financial statements required~~of usinterest todue ~~make~~for ~~estimates and judgments that affect~~ the ~~reported~~period ~~amounts~~commencing ofMay ~~assets~~20, ~~liabilities,~~2015 ~~revenues~~through ~~and~~May ~~expenses~~19, ~~and related disclosure of contingent assets and liabilities~~2016. OnIn anconnection ~~on-going~~with ~~basis,~~this weissuance ~~evaluate~~of ~~our~~shares ~~estimates,~~of ~~including those related to income~~common ~~taxes~~stock, ~~contingencies~~Scivanta ~~and~~relied ~~litigation. We based our estimates~~ on ~~historical experience and on various other assumptions that are believed to be reasonable under~~ the ~~circumstances,~~exemption ~~the~~from ~~results~~registration ~~of which form the basis~~ for ~~making~~a ~~judgments~~private ~~about~~transaction ~~the carrying value of assets and liabilities that are~~ not ~~readily~~involving ~~apparent~~a ~~from~~public ~~other~~distribution ~~sources.~~provided by ~~Actual~~Section ~~results~~4(2) ~~may~~of ~~differ~~the ~~from~~Securities ~~these estimates under different assumptions or conditions~~Act.

~~The critical accounting estimates~~Item ~~that~~3. weDefaults ~~believe affect the more significant judgments and estimates used in preparation of the financial statements contained~~Upon ~~elsewhere~~Senior 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, 2015. There have been no material changes to the critical accounting policies.Securities

18Not Applicable.

~~Results~~Item 4. ofMine ~~Operations~~Safety Disclosures

~~General and Administrative.~~Not ~~For the three months ended April 30, 2016, general and administrative expenses were $62,367, as compared to $59,848 for the three months ended April 30, 2015~~Applicable. The $2,519, or 4%, increase in general and administrative expenses for the three months ended April 30, 2016 was primarily due to a $5,112 increase in legal expenses related to fundraising efforts and evaluation of potential acquisitions, offset by a $1,819 decrease in expenses related to SEC filings.

~~For the six months ended April~~Item ~~30, 2016, general and administrative expenses were $151,125, as compared to $114,150 for the six months ended April 30, 2015~~5. ~~The~~ ~~$36,975,~~Other or 32%, increase in general and administrative expenses for the six months ended April 30, 2016 was primarily due to an $18,000 increase in consulting expenses and a $10,634 increase in legal expenses, each related to fundraising efforts and evaluation of potential acquisitions, and a $4,324 increase in office related expenses.Information

The amount of general and administrative expense to be incurred by us during the fiscal year ending October 31, 2016 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnershipsNone. In the event that we are able to obtain additional capital sufficient to fund the acquisition of a new business, product, technology or service, we would expect general and administrative expenses for the fiscal year ending October 31, 2016 to increase as we build the administrative infrastructure necessary to support the development or sale of a new business, product, technology or service. If we are unable to obtain additional capital sufficient to fund the acquisition of a new business, product, technology or service, we would expect general and administrative expenses for the fiscal year ending October 31, 2016 to remain at current minimum levels.

~~Gain on Settlement of Note~~Item ~~Payable~~6. ~~For the six months ended April 30, 2016, we recognized a $105,000 gain on the settlement of the note payable to Hickey pursuant to the License Termination Agreement.~~Exhibits

~~Interest Expense. For~~See ~~the~~Index ~~three~~of ~~months~~Exhibits ~~ended~~Commencing April 30, 2016, interest expense was $18,301, as compared to $17,920 for the three months ended April 30, 2015. The $381, or 2%, increase in interest expense for the three months ended April 30, 2016 was due to a $2,347 increase in accreted interest on ~~debt~~Page ~~discount related to convertible debentures, offset by a $~~E-1~~,966 decrease in interest expense related to convertible debentures~~.

For the six months ended April 30, 2016, interest expense was $37,104, as compared to $37,426 for the six months ended April 30, 2015. The $322, or 1%, decrease in interest expense for the six months ended April 30, 2016 was due to a $630 decrease in accreted interest on debt discount related to convertible debentures, offset by a $308 increase in interest expense related to convertible debentures.18

Loss on Inducement of Convertible Debentures. For the three and six months ended April 30, 2016, we recognized a loss of $48,257 on the conversion of certain convertible debentures due to a reduction in the conversion price.SIGNATURES

19In 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.

Net Loss. For the three months ended April 30, 2016, our net loss was $128,925, or $0.01 per share (basic and diluted), as compared to a net loss of $77,768, or $0.01 per share (basic and diluted), for the three months ended April 30, 2015. The $51,157, or 66%, increase in net loss for the three months ended April 30, 2016 was primarily due to a $2,519 increase in general and administrative expenses and a $48,257 loss on the inducement of convertible debentures.

DATE:	SCIVANTA MEDICAL CORPORATION

September 13, 2016	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer

September 13, 2016	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

For the six months ended April 30, 2016, our net loss was $131,486, or $0.02 per share (basic and diluted), as compared to a net loss of $151,576, or $0.02 per share (basic and diluted), for the six months ended April 30, 2015. The $20,090, or 13%, decrease in net loss for the six months ended April 30, 2016 was primarily due a $105,000 gain on the settlement of a note payable, offset by a $36,975 increase in general and administrative expenses and a $48,257 loss on the inducement of convertible debentures.19

~~Liquidity~~INDEX OF ~~and~~EXHIBITS ~~Capital Resources~~

As of April 30, 2016, we had a working capital deficiency of $335,700 and cash on hand of $38,982. The $17,324 increase in cash on hand from October 31, 2015 was primarily due to the receipt of $50,000 of gross proceeds from the January 2016 Debenture, offset by our continuing operating expenses.

Exhibit
Number		Description of Exhibit

3.1		Amended and Restated Articles of Incorporation of Scivanta Medical Corporation, (the “Company”), which was filed in the Office of the Secretary of State of the State of Nevada on April 22, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2013).

3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’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 Company’s common stock (incorporated by reference to Exhibit 4.1 to the Company’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); Jack W. Cumming ($25,000); Scott C. Withrow ($25,000); Terrence McQuade ($25,000); Steven J. Olsen ($25,000); and Marc G. Robinson and Joshua Goldfarb ($25,000) (incorporated by reference to Exhibit 4.8 to the Company’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 Company’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 (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2012, filed with the SEC on March 16, 2012).

4.5		8% Convertible Debenture, dated as of May 20, 2011, in the principal amount of $100,000 issued to Zanett Opportunity Fund, Ltd. (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2011, filed with the SEC on June 14, 2011).

4.6		8% Convertible Debenture, dated as of August 15, 2012, in the principal amount of $100,000 issued to Zanett Opportunity Fund, Ltd. (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on August 21, 2012).

4.7		Form of 10% Convertible Debenture issued on: December 12, 2013 in the principal amount of $150,000; April 1, 2014 in the principal amount of $75,000; February 12, 2015 in the principal amount of $50,000; September 14, 2015 in the principal amount of $25,000; and January 4, 2016 in the principal amount of $50,000 (incorporated by reference to Exhibit 4.1 to the Company’s current reports on Form 8-K filed with the SEC on December 17, 2013).

Exhibit
Number		Description of Exhibit

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

10.2		Sublease Agreement, dated February 1, 2007, between the Company and Century Capital Associates LLC (incorporated by reference to Exhibit 10.14 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

10.3		Amended and Restated Technology License Agreement between the Company 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 Company’s annual report on Form 10-K for the fiscal year ended October 31, 2010, filed with the SEC on February 15, 2011).

10.3.1		First Addendum to the Amended and Restated Technology License Agreement between the Company and The Research Foundation for State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren dated March 14, 2013 (incorporated by reference to Exhibit 10.3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2013, filed with the SEC on March 18, 2013).

10.3.2		License Termination Agreement between the Company and The Research Foundation for State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren dated January 22, 2016 (incorporated by reference to Exhibit 10.3.2 to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2015, filed with the SEC on January 27, 2016).

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 Company (incorporated by reference to Exhibit 10.16 to the Company’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 Company (incorporated by reference to Exhibit 10.17 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).

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

10.7		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 Company (incorporated by reference to Exhibit 10.21 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).

As of June 17, 2016, our cash position was approximately $37,700. Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately five months from the filing date of this quarterly report on Form 10E-Q. Effective November 1, 2011, Scivanta’s officers agreed to waive the annual base salary due to them and Scivanta’s directors agreed to waive the annual retainer and meeting fees due to them until Scivanta is able to raise sufficient capital that would provide Scivanta with the ability to pay cash compensation to its officers and directors. Scivanta has also deferred certain vendor payments until it secures sufficient additional financing. We did not make $25,000 of principal payments due on a convertible debenture and, as a result, this obligation can be placed in default by the holder. Our independent registered public accounting firm included an emphasis of a matter paragraph in its report included in this annual report on Form 10-K, 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.2

Exhibit
Number		Description of Exhibit

10.8		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 Company (incorporated by reference to Exhibit 10.22 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).

10.9		Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).

10.10		Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.27 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).

10.11		Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.27 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).

10.12		Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.28 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).

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

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

10.15		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 25,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.32 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).

10.16		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 25,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.33 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Exhibit
Number		Description of Exhibit

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.

101		The following materials from the Company’s quarterly report on Form 10-Q for the period ended July 31, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) balance sheets; (ii) statements of operations; (iii) statements of cash flows; and (iv) notes to the financial statements.

~~Scivanta is a smaller reporting company and is therefore not required to provide this information.~~E-4

Item 4. Controls and Procedures

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

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 March 31, 2016, the Company issued 856,934 shares of common stock as full payment of $175,000 of outstanding principal due on the February 2007 Debentures and $34,302 of accrued and unpaid interest for the period commencing February 1, 2014 through March 31, 2016 (January 31, 2016 for the February 2007 Debenture that was not converted into shares of common stock on March 31, 2016).

On March 31, 2016, the Company issued 4,223,392 shares of common stock as full payment of the $225,000 of outstanding principal and $49,521 of accrued and unpaid interest due on the Debentures.

In connection with each of the above issuances of shares of common stock, Scivanta 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. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

See Index of Exhibits Commencing on Page E-1.

SIGNATURES

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

DATE:	SCIVANTA MEDICAL CORPORATION
June 20, 2016	By:	/s/ David R. LaVance
		David R. LaVance
		President and Chief Executive Officer
June 20, 2016	By:	/s/ Thomas S. Gifford
		Thomas S. Gifford
		Executive Vice President,
		Chief Financial Officer and Secretary

INDEX OF EXHIBITS

Exhibit
Number		Description of Exhibit
3.1		Amended and Restated Articles of Incorporation of Scivanta Medical Corporation, (the “Company”), which was filed in the Office of the Secretary of State of the State of Nevada on April 22, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2013).
3.2		Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’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 Company’s common stock (incorporated by reference to Exhibit 4.1 to the Company’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); Jack W. Cumming ($25,000); Scott C. Withrow ($25,000); Terrence McQuade ($25,000); Steven J. Olsen ($25,000); and Marc G. Robinson and Joshua Goldfarb ($25,000) (incorporated by reference to Exhibit 4.8 to the Company’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 Company’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 (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2012, filed with the SEC on March 16, 2012).
4.5		8% Convertible Debenture, dated as of May 20, 2011, in the principal amount of $100,000 issued to Zanett Opportunity Fund, Ltd. (incorporated by reference to Exhibit 4.4 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2011, filed with the SEC on June 14, 2011).
4.6		8% Convertible Debenture, dated as of August 15, 2012, in the principal amount of $100,000 issued to Zanett Opportunity Fund, Ltd. (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on August 21, 2012).
4.7		Form of 10% Convertible Debenture issued on: December 12, 2013 in the principal amount of $150,000; April 1, 2014 in the principal amount of $75,000; February 12, 2015 in the principal amount of $50,000; September 14, 2015 in the principal amount of $25,000; and January 4, 2016 in the principal amount of $50,000 (incorporated by reference to Exhibit 4.1 to the Company’s current reports on Form 8-K filed with the SEC on December 17, 2013).

E-1

Exhibit
Number		Description of Exhibit
10.1		The Company’s 2002 Equity Incentive Plan, adopted and effective January 1, 2002 (incorporated by reference to Exhibit B of the Company’s definitive proxy statement, filed with the SEC on June 10, 2002).
10.2		Sublease Agreement, dated February 1, 2007, between the Company and Century Capital Associates LLC (incorporated by reference to Exhibit 10.14 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
10.3		Amended and Restated Technology License Agreement between the Company 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 Company’s annual report on Form 10-K for the fiscal year ended October 31, 2010, filed with the SEC on February 15, 2011).
10.3.1		First Addendum to the Amended and Restated Technology License Agreement between the Company and The Research Foundation for State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren dated March 14, 2013 (incorporated by reference to Exhibit 10.3.1 to the Company’s quarterly report on Form 10-Q for the quarter ended January 31, 2013, filed with the SEC on March 18, 2013).
10.3.2		License Termination Agreement between the Company and The Research Foundation for State University of New York for and on behalf of University of Buffalo, and Donald D. Hickey, M.D. and Clas E. Lundgren dated January 22, 2016 (incorporated by reference to Exhibit 10.3.2 to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2015, filed with the SEC on January 27, 2016).
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 Company (incorporated by reference to Exhibit 10.16 to the Company’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 Company (incorporated by reference to Exhibit 10.17 to the Company’s quarterly report on Form 10-QSB for the quarter ended January 31, 2007, filed with the SEC on March 14, 2007).
10.6		Company’s 2007 Equity Incentive Plan, adopted and effective May 31, 2007 (incorporated by reference to Appendix to the Company’s definitive proxy statement, filed with the SEC on April 27, 2007).
10.7		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 Company (incorporated by reference to Exhibit 10.21 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).

E-2

Exhibit
Number		Description of Exhibit
10.8		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 Company (incorporated by reference to Exhibit 10.22 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
10.9		Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.26 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
10.10		Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.27 to the Company’s current report on Form 8-K filed with the SEC on January 2, 2008).
10.11		Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.27 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
10.12		Amendment No. 1 dated as of June 18, 2010 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.28 to the Company’s quarterly report on Form 10-Q for the quarter ended April 30, 2010, filed with the SEC on June 21, 2010).
10.13		Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and David R. LaVance (incorporated by reference to Exhibit 10.23 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).
10.14		Amendment No. 2 dated as of January 3, 2012 to the Executive Employment Agreement, dated as of January 1, 2008, between the Company and Thomas S. Gifford (incorporated by reference to Exhibit 10.24 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2011, filed with the SEC on January 30, 2012).
10.15		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 25,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.32 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).
10.16		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 25,000 shares of common stock of the Company (incorporated by reference to Exhibit 10.33 to the Company’s annual report on Form 10-KSB for the fiscal year ended October 31, 2008, filed with the SEC on January 29, 2009).

E-3

Exhibit
Number		Description of Exhibit
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.
101		The following materials from the Company’s quarterly report on Form 10-Q for the period ended April 30, 2016, formatted in Extensible Business Reporting Language (XBRL): (i) balance sheets; (ii) statements of operations; (iii) statements of cash flows; and (iv) notes to the financial statements.

E-4

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