UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended October 31, ~~2014~~2015

☐ 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
incorporation or organization)		Identification No.)

215 Morris Avenue, Spring Lake, New Jersey		07762
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (732) 282-1620

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act:

common stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 preceding 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 ☒ 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 ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

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 Exchange Act. (Check one):

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

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

As of April 30, ~~2014~~2015, the aggregate fair value of the registrant’s common stock held by non-affiliates was approximately $~~341~~262,~~000~~500.

As of ~~February~~January 1222, ~~2015~~2016, there were 6,359,055 shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain information included in this annual report on Form 10-K 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 annual report on Form 10-K. 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.

SCIVANTA MEDICAL CORPORATION

INDEX TO FORM 10-K

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	63
Item 1B.	Unresolved Staff Comments	63
Item 2.	Properties	63
Item 3.	Legal Proceedings	63
Item 4.	Mine Safety Disclosures	63
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	74
Item 6.	Selected Financial Data	85
Item 7.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	85
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	129
Item 8.	Financial Statements and Supplementary Data	139
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	139
Item 9A.	Controls and Procedures	139
Item 9B.	Other Information	1410
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1511
Item 11.	Executive Compensation	1914
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	2217
Item 13.	Certain Relationships and Related Transactions, and Director Independence	2420
Item 14.	Principal Accountant Fees and Services	2520
PART IV
Item 15.	Exhibits and Financial Statement Schedules	2621
SIGNATURES		2722

iii

PART I

Item 1.

Business

General

Scivanta Medical Corporation (“Scivanta”), originally incorporated in New Jersey on November 29, 1982, is currently a Nevada corporation headquartered in Spring Lake, New Jersey. Scivanta currently does not sell any products or technologies.

From our inception through the fiscal ~~year~~ year ended October 31, 2004, our business included, at one time or another, the distribution of over the counter medical devices and supplies, such as condoms and alcohol preparation pads, and generic and name brand pharmaceuticals. Our business also included the sale of a hormone replacement therapy drug, which was manufactured and supplied to us by a third party manufacturer. Our products generally were sold by distributors or wholesalers to pharmacies or directly to customers through mail order. During this time period we also were developing safety syringes that were intended to reduce accidental needle sticks of medical service providers. Due to vendor disputes, low profit margins and/or minimal market opportunities, we ceased selling and/or developing all of the aforementioned products.

On November 10, 2006, we licensed the ~~exclusive~~ exclusive world-wide rights to develop, manufacture and distribute the Scivanta Cardiac Monitoring System (the “SCMS”), a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. Since the end of fiscal 2009, all development activity related to the SCMS ceased. On January 22, 2016, Scivanta ~~does~~and ~~not~~the ~~intend~~licensor toterminated ~~resume~~the ~~development~~license ofagreement related to the SCMS. ~~and~~Scivanta is currently searching for a new business, technology, product or service to acquire. See “Item 1. Business – Strategy for Business Development ~~- SCMS~~.”

Strategy for Business Development

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

~~Our~~In ~~strategy~~the ~~for~~event ~~business~~that ~~development~~we isacquire ~~focused on~~a ~~the~~new ~~acquisition~~business, technology, ~~through~~product ~~licensing~~ or ~~purchasing~~service, ofno ~~technologies,~~assurances ~~products~~can orbe ~~services~~given that ~~are~~we ~~sold or are capable of being sold in a specialty or niche market. Any such acquisitions~~ will behave ~~contingent upon our ability to secure~~ the ~~financing~~financial ~~required to~~and ~~fund~~other ~~such~~resources ~~acquisitions.~~necessary ~~Technologies, products or services of interest include, but are not limited~~ to, ~~medical devices, pharmaceuticals~~develop and ~~other~~market ~~proprietary~~such ~~technologies~~business, ~~patented~~technology, ~~products~~product or ~~services~~service. ~~Specialty~~In oraddition, ~~niche-market~~no ~~technologies,~~assurances ~~products~~can orbe ~~services, in~~given ~~comparison~~that toany ~~commodities~~business, ~~generally offer greater operating margins. These products are distributed through specialty distributor networks~~technology, product ~~manufacturer representatives~~ or ~~other~~service ~~specialized~~that ~~channels~~we toacquire ~~the~~as ~~original~~part ~~equipment~~of ~~manufacturer~~our ~~market,~~business ~~supplier~~development ~~and provider~~strategy ~~markets~~will ~~and~~be ~~to the general marketplace~~profitable.

1SCMS License Agreement

~~Annual~~On ~~sales~~February 14, ~~if any~~2011, ofScivanta ~~the prospective technologies,~~entered ~~products~~into oran ~~services~~Amended ~~that~~and weRestated ~~will~~Technology ~~evaluate~~License ~~are~~Agreement ~~generally~~with ~~less~~The ~~than~~Research $5Foundation ~~million.~~of WeState ~~believe~~University ~~that~~of ~~these~~New ~~technologies~~York, ~~products~~for orand ~~services~~on ~~generally~~behalf ~~are~~of ~~not~~the ~~attractive~~University toat ~~larger~~Buffalo ~~companies~~(the ~~because~~“Foundation”), ~~they~~Donald doD. ~~not~~Hickey, ~~represent~~M.D. ~~opportunities~~(“Hickey”) ~~for revenues~~ and ~~earnings~~Clas E. ~~that~~Lundgren ~~would~~(“Lundgren”). beThe ~~material~~Foundation, toHickey ~~those~~and ~~companies.~~Lundgren Weshall ~~will~~be ~~consider~~collectively ~~technologies,~~referred ~~products~~to orherein ~~services~~as ~~that~~the ~~generally~~“Licensor.” The ~~experience~~Amended ~~lower sales~~and orRestated ~~lack~~Technology ofLicense ~~development~~Agreement, ~~because~~as offurther ~~inadequate~~amended ~~distribution~~on ~~channels~~March 14, ~~lack~~2013, ofis ~~companion~~referred ~~products~~to orherein ~~insufficient~~as ~~capital~~the “License Agreement”.

~~Below is a listing of criteria we intend to utilize in identifying and evaluating potential technology, product or service acquisitions:~~1

·Pursuant ~~Whether~~to the ~~technology~~License Agreement, ~~product~~the Licensor granted Scivanta the exclusive world-wide rights to develop, manufacture and distribute the SCMS. A cash payment of $105,000 is payable by Scivanta to Hickey as follows: (a) $50,000 is due to Hickey on or ~~service~~before a date that is thirty (30) days after the closing of any single financing by Scivanta of at least $3,000,000 or any series of financings by Scivanta within a ~~specialty~~six (6) month period totaling at least $3,000,000; and (b) $55,000 is due to Hickey on or ~~niche-market~~before ~~product~~the ~~which~~date that is ~~distributed~~thirty ~~through~~(30) ~~specialty~~days ~~distributors~~after the first commercial sale of a product utilizing the licensed technology.

·In ~~Whether~~addition, Scivanta is required to issue shares of its common stock to the Licensor upon the occurrence of certain events as follows: (a) $130,000 of common stock on the date Scivanta files for approval to market and sell a product utilizing the licensed technology; and (b) $160,000 of common stock on the date Scivanta receives approval to market and sell a product orutilizing ~~service~~the islicensed ~~unique~~technology. orThe ~~patented~~number of shares of Scivanta’s common stock to be issued to the Licensor will be calculated based on the market price of Scivanta’s common stock, as defined in the License Agreement, on the date that each of the respective above noted events occur.

·Scivanta ~~Whether~~is also required to pay the Licensor ~~technology~~a royalty of 5% of annual net sales, ~~product~~as ordefined ~~service~~in ~~has~~the License Agreement, orsubject to certain reductions and annual minimums as detailed in the License Agreement and is ~~capable~~required to pay the Licensor 25% of ~~achieving~~all sublicensing revenue, anas ~~attractive~~defined ~~gross~~in ~~margin~~the License Agreement, ~~usually~~received by Scivanta in ~~excess~~connection with Scivanta’s sublicense of ~~35%~~the rights granted to Scivanta under the License Agreement.

·The ~~Whether~~License Agreement requires Scivanta to use commercially reasonable efforts to develop and market the ~~prospective~~SCMS ~~seller~~within iscertain ~~receptive~~timeframes, subject to ~~receiving~~specified ~~equity~~exceptions. Scivanta has not met certain development timeframes and as ~~part~~a result, could be issued a notice of default of the ~~purchase~~License ~~price~~Agreement by the Licensor.

·On ~~Whether~~January ~~the~~22, ~~market~~2016, ~~for~~Scivanta and the Licensor ~~technology~~entered into a License Termination Agreement, ~~product~~pursuant orto ~~service~~which isthe ~~expanding~~License Agreement was terminated (the “License Termination Agreement”). Scivanta and the Licensor released each other from any and all claims and liabilities related to the License Agreement, ~~but~~including ~~not~~the $105,000 payment due to ~~such~~Hickey. aIn ~~degree~~addition, aspursuant to ~~attract~~the ~~larger~~License ~~companies~~Termination orAgreement, Scivanta ~~result~~assigned inall intellectual property related to the ~~technology,~~SCMS ~~product~~to orthe ~~service~~Licensor ~~achieving~~and ~~commodity~~returned ~~status~~all property in its possession related to the SCMS to the Licensor.

·Patents ~~Whether we can access marketing channels to market~~ and ~~distribute the technology, product or service.~~Copyrights

NoWe ~~assurances~~do ~~can~~not becurrently ~~given~~hold ~~that~~any ~~we will have~~patents ~~the financial and~~ other ~~resources~~than ~~necessary~~those ~~for~~associated uswith tothe ~~acquire~~SCMS ~~additional~~which ~~technologies,~~will ~~products or services or implement any part of our business development strategy. In addition, no assurances can~~ be ~~given~~returned ~~that~~to ~~any~~the ~~technology,~~Licensor ~~product~~pursuant orto ~~service~~the ~~that~~License weTermination ~~acquire as part of our business development strategy will be profitable~~Agreement.

~~SCMS~~Manufacturing ~~License~~and ~~Agreement~~Principal Suppliers

OnWe ~~February~~currently ~~14,~~do ~~2011,~~not ~~Scivanta~~have ~~entered~~any ~~into~~manufacturing ancapabilities ~~Amended~~or ~~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~~agreements. 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 Scivanta the exclusive world-wide rights to develop, manufacture and distribute the SCMS. A cash payment of $105,000 is payable by Scivanta to Hickey as follows: (a) $50,000 is due to Hickey on or before a date that is thirty (30) days after the closing of any single financing by Scivanta of at least $3,000,000 or any series of financings by Scivanta within a six (6) month period totaling at least $3,000,000; and (b) $55,000 is 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.2

~~In addition~~Distribution, ~~Scivanta~~ isSales ~~required to issue shares of its common stock to the Licensor upon the occurrence of certain events as follows: (a) $130,000 of common stock on the date Scivanta files for approval to market~~ and sell a product utilizing the licensed technology; and (b) $160,000 of common stock on the date Scivanta receives approval to market and sell a product utilizing the licensed technology. The number of shares of Scivanta’s common stock to be issued to the Licensor will be calculated based on the market price of Scivanta’s common stock, as defined in the License Agreement, on the date that each of the respective above noted events occur. Marketing

2We currently do not maintain a dedicated sales force and do not sell any products.

Scivanta is also required to pay the Licensor a royalty of 5% of annual net sales, as defined in the License Agreement, subject to certain reductions and annual minimums as detailed in the License Agreement and is required to pay the Licensor 25% of all sublicensing revenue, as defined in the License Agreement, received by Scivanta in connection with Scivanta’s sublicense of the rights granted to Scivanta under the License Agreement.Competition

~~The~~Since ~~License~~we ~~Agreement~~have ~~requires Scivanta to use commercially reasonable efforts to develop and market the SCMS within certain timeframes, subject to specified exceptions. Scivanta has~~ not ~~met~~acquired ~~certain development timeframes and as~~ a ~~result,~~new ~~could be issued a notice of default of the License Agreement by the Licensor. Scivanta expects to return all of the~~ technology ~~related to the SCMS to the Licensor and is currently attempting~~ toor ~~negotiate~~product, anour ~~agreement~~competition ~~with~~cannot ~~the~~be ~~Licensor related to the return of the SCMS technology~~identified.

~~Patents~~Government ~~and Copyrights~~Regulation

We currently do not ~~currently~~have ~~hold~~ any ~~patents other~~products ~~than~~or ~~those~~offer ~~associated~~any ~~with~~services ~~the~~and ~~SCMS~~therefore ~~which~~are wenot ~~expect~~subject to ~~return~~any toproduct ~~the~~or ~~Licensor~~service inregulation ~~conjunction~~by ~~with~~any federal or state government body. However, our common stock is registered under the ~~return~~Exchange ofAct, which requires us to comply with the ~~SCMS~~reporting ~~technology~~obligations thereunder.

~~Manufacturing and Principal Suppliers~~Insurance

We ~~currently~~maintain doinsurance in such amounts and against such risks as we deem prudent, although no assurance can be given that such insurance will be sufficient under all circumstances to protect us against significant claims for damages. The occurrence of a significant event not ~~have~~fully-insured ~~any~~could materially ~~manufacturing~~and adversely affect our business, financial condition and results of operations. Moreover, no assurance can be given ~~capabilities~~that we will be able to maintain adequate insurance in the future at commercially reasonable rates or ~~agreements~~on acceptable terms.

~~Distribution, Sales and Marketing~~Employees

WeDavid ~~currently~~R. doLaVance, ~~not~~President ~~maintain~~and aChief Executive ~~dedicated~~Officer, ~~sales force~~and Thomas S. Gifford, Executive Vice President, Chief Financial Officer and doSecretary are currently the only two employees of Scivanta. We have not ~~sell~~experienced any ~~products~~work stoppages to date and we believe that our relationship with these employees is good.

~~Competition~~Item 1A. Risk Factors

~~Since~~Scivanta weis ~~have~~a ~~not~~smaller ~~acquired~~reporting acompany ~~new~~and ~~technology~~is therefore ornot ~~product,~~required ~~our~~to ~~competition~~provide ~~cannot~~this ~~be identified~~information.

~~Government~~Item ~~Regulation~~1B. Unresolved Staff Comments

As a possible future developer or distributor of medical devices, we are subject to regulation by, among other governmental entities, the United States Food and Drug Administration (the “FDA”), and the corresponding agencies of the states and foreign countries in which we may sell our productsNone. These regulations govern the introduction of new medical devices, the observance of certain standards with respect to the manufacture, testing and labeling of such devices, the maintenance of certain records, the tracking of devices, and other matters. These regulations could have a material impact on our future operations in the event we successfully implement our strategy for business development and acquire or develop additional medical devices and related products.

3Item 2. Properties

~~All~~Scivanta’s ~~medical~~principal ~~device~~office ~~manufacturing establishments~~is ~~are~~located ~~required~~at to215 beMorris ~~registered~~Avenue, ~~with~~Spring ~~the FDA. Similarly~~Lake, ~~all~~New ~~categories~~Jersey of07762. ~~medical~~Scivanta ~~devices~~rents ~~marketed~~approximately by2,000 asquare ~~company~~feet inof ~~the~~office ~~United~~space ~~States~~at ~~are~~this ~~required~~location tofrom beCentury ~~listed.~~Capital ~~This~~Associates ~~listing~~LLC ~~information~~(“Century ~~must~~Capital”) ~~be updated~~ pursuant to ~~FDA regulations. The FDA can take regulatory action against~~ a ~~company~~sublease ~~that~~agreement. ~~does~~David ~~not provide or update its registration and listing information~~R. ~~Pursuant to the Food~~LaVance, ~~Drug and Cosmetic~~ ~~Act~~Scivanta’s ~~(the “FDC Act”)~~Chairman, ~~medical~~President ~~devices~~and ~~intended~~Chief ~~for~~Executive ~~human use are classified into three categories~~Officer, ~~Classes~~and I,Thomas IIS. ~~and III~~Gifford, on the ~~basis~~Scivanta’s ofExecutive ~~the~~Vice ~~controls~~President, Chief ~~deemed~~Financial ~~necessary~~Officer ~~by the FDA to reasonably assure their safety~~ and ~~effectiveness.~~Secretary, ~~Class I devices~~ are ~~subject~~principals toof ~~general~~Century ~~controls~~Capital. ~~(for~~This ~~example,~~sublease ~~labeling,~~agreement ~~pre-market~~has ~~notification~~a ~~and~~month ~~adherence~~ to ~~good~~month ~~manufacturing~~term ~~practice regulations)~~that ~~and~~requires ~~Class~~sixty IIdays ~~devices~~written ~~are~~notice ~~subject~~ to ~~general~~terminate and ~~special~~a ~~controls~~monthly ~~(for~~rental ~~example,~~fee ~~performance~~of ~~standards~~$5, ~~post-market surveillance, patient registries, and FDA guidelines)~~000. ~~Generally,~~Scivanta ~~Class~~is ~~III~~responsible ~~devices~~for ~~are~~all ~~those~~operating ~~which must receive pre-market approval (“PMA”)~~costs ~~from~~associated with the ~~FDA~~office tospace, ~~ensure~~including ~~their safety and effectiveness (for example~~utilities, ~~life-sustaining,~~maintenance ~~life-supporting~~ and ~~implantable~~property ~~devices, or new devices which have not been found substantially equivalent to legally marketed devices)~~taxes.

~~Some~~Item ~~Class I devices and most Class II devices require pre-market notification (510(k)) clearance pursuant to Section 510(k) of the FDC Act~~3. ~~Most~~Legal Class III devices are required to have an approved PMA application. Obtaining PMA approval can take up to several years or more and involve preclinical studies and clinical testing. In contrast, the process of obtaining a 510(k) premarket notification clearance typically requires the submission of substantially less data and generally involves a shorter review period. A 510(k) premarket notification clearance indicates that the FDA agrees with an applicant’s determination that the product for which clearance has been sought is substantially equivalent in terms of safety and effectiveness to another medical device that has been previously marketed, but does not indicate that the product is safe and effective.Proceedings

~~In addition to requiring clearance or approval for new products, the FDA may require clearance or approval prior to marketing products that are modifications of existing products~~None. FDA regulations provide that new 510(k) premarket notification clearances are required when, among other things, there is a major change or modification in the intended use of the device or a change or modification to a legally marketed device that could significantly affect its safety or effectiveness. The developer and/or manufacturer is expected to make the initial determination as to whether a proposed change to a cleared device or to its intended use is of a kind that would necessitate the filing of a new 510(k) premarket notification.

InItem ~~order to conduct clinical trials of an uncleared or unapproved device, companies generally are required to comply with the FDA’s Investigational Device Exemptions regulations~~4. ~~For~~ ~~significant~~Mine ~~risk~~Safety devices, the Investigational Device Exemptions regulations require FDA approval of an investigational device before a clinical study may begin. In its approval letter for significant risk investigational device studies, the agency may limit the number of patients that may be treated with the device and/or the number of institutions at which the device may be used. Device studies subject to the Investigational Device Exemption regulations, including both significant risk and non-significant risk device studies, are subject to various restrictions imposed by the FDA. Patients must give informed consent to be treated with an investigational device. The institutional review board of each institution where a study is being conducted must also approve the clinical study. The device generally may not be advertised or otherwise promoted. Unexpected adverse experiences must be reported to the FDA. The company sponsoring the investigation must ensure that the investigation is being conducted in accordance with the Investigational Device Exemptions regulations.Disclosures

4Not applicable.

Pursuant to the FDA’s Good Manufacturing Practices under the Quality System Regulations, a medical device manufacturer must manufacture products and maintain records in a prescribed manner with respect to manufacturing, testing and control activities. Further, the manufacturer, distributor and/or owner of a medical device is required to comply with FDA requirements for labeling and promotion of its medical devices. For example, the FDA prohibits cleared or approved devices from being marketed or promoted for uncleared or unapproved uses. The medical device reporting regulations require that a company provide information to the FDA whenever there is evidence to reasonably suggest that one of the company’s devices may have caused or contributed to a death or serious injury, or that there has occurred a malfunction that would be likely to cause or contribute to a death or serious injury if the malfunction were to recur. Additionally, the FDA imposes other requirements on medical device manufacturers, including reporting and record keeping requirements for device corrections and removals (recalls).3

~~Medical~~PART device manufacturers and distributors are generally subject to periodic inspections by the FDA. If the FDA determines that a company is not in compliance with applicable laws and regulations, it can, among other things, issue a warning letter apprising the company of non-compliant conduct, detain or seize products, issue a recall, enjoin future violations and assess civil and criminal penalties against the company, its officers or its employees. In addition, it is possible that clearances or approvals could be withdrawn in certain circumstances. Failure to comply with regulatory requirements or any adverse regulatory action could have a material adverse effect on our future business, financial condition and results of operations.II

~~Medical~~Item ~~device laws and regulations are also in effect in many of the countries in which we may conduct business outside the United States~~5. ~~These~~Market ~~range from comprehensive device approval requirements~~ for ~~certain~~Registrant’s ~~medical~~Common ~~device~~Equity, ~~products~~Related toStockholder ~~simple~~Matters ~~requests for product data or certifications. The number~~ and ~~scope~~ ofIssuer ~~these~~Purchases ~~requirements are increasing. Medical device laws and regulations are also in effect in many~~ of ~~the~~Equity states in which we may conduct business in the future. State and foreign medical device laws and regulations may have a material impact on us. In addition, international sales of certain medical devices manufactured in the United States, but not cleared or approved by the FDA for distribution in the United States, are subject to the FDA export requirements and policies, including a policy whereby we provide a statement to the FDA certifying that the product to be exported meets certain criteria and FDA issues a certificate to facilitate device export.Securities

~~Federal,~~Our ~~state~~common ~~and~~stock ~~foreign~~is ~~laws~~quoted ~~and~~on ~~regulations regarding~~ the ~~manufacture, sale and distribution of medical devices are subject to future changes. For example, Congress enacted~~OTC ~~the~~Pink ~~Medical~~under ~~Device User Fee and Modernization Act of 2002, which included several significant amendments to~~ the ~~prior~~ticker ~~law~~symbol ~~governing medical devices~~“SCVM.” ~~Additionally,~~Since ~~the~~secondary ~~FDA~~market ~~made~~activity ~~significant~~for ~~changes~~shares toof ~~its~~our ~~Good~~common ~~Manufacturing~~stock ~~Practices~~has ~~under~~been ~~the Quality System Regulations~~limited ~~in 1996~~ and ~~may make changes to other regulations as well. We cannot predict what impact~~sporadic, ~~if any,~~ such ~~changes~~quotations ~~might~~may ~~have~~not onactually ~~our future~~reflect ~~business;~~the ~~however,~~price ~~such~~or ~~changes~~prices ~~could~~at ~~have~~which apurchasers ~~material~~and ~~impact~~sellers onwould uscurrently ~~and~~be ~~our~~willing to ~~business,~~purchase ~~financial~~or ~~condition~~sell ~~and~~such ~~operating results~~shares.

~~When~~The ~~offering~~following ~~for~~table ~~sale~~shows ~~medical~~the ~~devices, we~~range ~~may~~of ~~also~~high ~~have~~and tolow ~~comply~~closing ~~with~~bid ~~federal~~prices ~~and~~for ~~state~~our ~~anti-kickback~~common ~~and~~stock ~~other~~for ~~healthcare~~the ~~fraud~~period ~~and~~commencing ~~abuse~~November ~~laws. Moreover~~1, ~~approval~~2013 ~~may be~~through ~~required~~October ~~for~~31, a2015 ~~medical~~as reported ~~device~~ by ~~comparable~~the ~~governmental~~OTC ~~regulatory~~Pink. ~~authorities~~These inquotations ~~foreign~~represent ~~countries~~prices ~~prior~~between todealers ~~the commencement of clinical trials~~ and ~~subsequent~~may ~~marketing~~not ofinclude ~~such~~retail ~~medical~~markups, ~~device~~markdowns inor ~~those countries. The approval procedure varies from country~~commissions ~~to country,~~ and ~~the time required~~ may benot ~~longer~~necessarily orrepresent ~~shorter~~actual ~~than that required for FDA approval~~transactions.

Year Ended October 31, 2015	High		Low
First Quarter	$	0.25	$	0.06
Second Quarter		0.30		0.10
Third Quarter		0.20		0.06
Fourth Quarter		0.10		0.05

The regulatory policies of the FDA and other regulatory bodies may change and additional governmental regulations may be enacted which could prevent or delay regulatory approval of the products we may distribute in the future. We cannot predict the likelihood, nature or extent of adverse governmental regulation that might arise from future legislative or administrative action, within the United States or abroad.

Year Ended October 31, 2014	High		Low
First Quarter	$	0.15	$	0.13
Second Quarter		0.19		0.13
Third Quarter		0.13		0.13
Fourth Quarter		0.16		0.11

~~Insurance~~The OTC Pink is generally considered to be a less active and efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or any other national exchange and will not provide investors with the liquidity that the NASDAQ Global Market, the NASDAQ Capital Market or other national exchange would offer. As of January 22, 2016, we had six market makers for our common stock which were Automated Trading Desk Financial Services, LLC, Cantor Fitzgerald & Co., Citadel Securities, Canaccord Genuity Inc., G1 Execution Services LLC and KCG Americas LLC.

We maintain insurance in such amounts and against such risks as we deem prudent, although no assurance can be given that such insurance will be sufficient under all circumstances to protect us against significant claims for damages. The occurrence of a significant event not fully-insured could materially and adversely affect our business, financial condition and results of operations. Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future at commercially reasonable rates or on acceptable terms.4

~~Employees~~Stockholders

~~David~~As R.of ~~LaVance~~January 15, ~~President~~2016, ~~and~~the ~~Chief Executive~~approximate ~~Officer,~~number ~~and~~of ~~Thomas~~registered S.holders ~~Gifford,~~of ~~Executive~~our ~~Vice~~common ~~President,~~stock ~~Chief~~was ~~Financial~~440; ~~Officer~~the number of issued and ~~Secretary~~outstanding ~~are~~shares ~~currently~~of ~~the~~our ~~only~~common ~~two~~stock ~~employees~~was 6,359,055; and there were 750,000 shares of ~~Scivanta.~~common Westock ~~have~~subject ~~not~~to ~~experienced~~outstanding ~~any~~warrants, ~~work~~203,332 ~~stoppages~~shares of common stock subject to ~~date~~outstanding stock options, and we3,166,667 ~~believe~~shares ~~that~~of ~~our~~common ~~relationship~~stock ~~with~~subject ~~these~~to ~~employees~~outstanding isconvertible ~~good~~debentures.

~~Item~~Dividends ~~1A. Risk Factors~~

~~Scivanta~~It is anticipated that cash dividends will not be declared on our common stock in the foreseeable future. Our dividend policy is subject to the discretion of our board of directors and depends upon a ~~smaller~~number ~~reporting~~of ~~company~~factors, including operating results, financial condition and isgeneral business conditions. ~~therefore~~Holders ~~not~~of ~~required~~our common stock are entitled to ~~provide~~receive ~~this~~dividends ~~information~~as, if and when declared by our board of directors out of funds legally available therefor. We may pay cash dividends if net income available to stockholders fully funds the proposed dividends, and the expected rate of earnings retention is consistent with capital needs, asset quality and overall financial condition.

~~Item~~Sales ~~1B.~~of ~~Unresolved~~Unregistered ~~Staff~~Securities ~~Comments~~for the Fiscal Year Ended October 31, 2015

~~None~~There were no sales of unregistered securities during the fiscal year ended October 31, 2015, other than those reported on Forms 10-Q and/or 8-K filed by Scivanta during the fiscal year ended October 31, 2015.

~~Item~~Repurchases 2.of ~~Properties~~Securities

~~Scivanta’s~~We ~~principal office~~did isnot ~~located~~repurchase atany ~~215~~securities ~~Morris~~within Avenue, Spring Lake, New Jersey 07762. Scivanta rents approximately 2,000 square feet of office space at this location from Century Capital Associates LLC (“Century Capital”) pursuant to a sublease agreement. David R. LaVance, Scivanta’s Chairman, President and Chief Executive Officer, and Thomas S. Gifford, the ~~Scivanta’s~~fourth ~~Executive~~quarter ~~Vice President, Chief Financial Officer and Secretary, are principals~~ of Century Capital. This sublease agreement has a month to month term that requires sixty days written notice to terminate and a monthly rental fee of $5,000. Scivanta is responsible for all operating costs associated with the ~~office~~fiscal ~~space,~~year ~~including~~covered ~~utilities,~~by ~~maintenance~~this ~~and property taxes~~report.

Item 36. ~~Legal~~Selected ~~Proceedings~~Financial Data

~~None~~Scivanta is a smaller reporting company and is therefore not required to provide this information.

Item 47. ~~Mine~~Management’s ~~Safety~~Discussion ~~Disclosures~~and Analysis of Financial Condition and Results of Operation

~~Not~~We ~~applicable~~have provided below information about Scivanta’s financial condition and results of operations for the fiscal years ended October 31, 2015 and 2014. This information should be read in conjunction with Scivanta’s audited financial statements for the fiscal years ended October 31, 2015 and 2014 and the related notes thereto, which begin on page F-1 of this report.

6Background

~~PART~~Scivanta IIis a Nevada corporation headquartered in Spring Lake, New Jersey. Scivanta currently does not sell any products or technologies. See “Item 1. Business – General.”

~~Item~~ 5~~. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~

~~Our~~On ~~common~~November ~~stock~~10, is2006, ~~quoted~~we onacquired the exclusive ~~OTC~~world-wide ~~Bulletin Board~~rights ~~under~~to develop, manufacture and distribute the ~~ticker~~SCMS, ~~symbol~~a ~~“SCVM~~minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance.” Since ~~secondary~~the ~~market~~end ~~activity~~of ~~for~~fiscal ~~shares~~2009, ofall ~~our~~development ~~common~~activity ~~stock~~related ~~has~~to ~~been~~the ~~limited~~SCMS ceased. ~~and~~On ~~sporadic~~January 22, ~~such~~2016, ~~quotations~~Scivanta ~~may~~and ~~not~~the ~~actually~~Licensor ~~reflect~~entered ~~the~~into ~~price~~a orLicense ~~prices~~Termination atAgreement pursuant to which ~~purchasers~~the ~~and~~License ~~sellers~~Agreement was ~~would~~terminated. Scivanta is currently besearching ~~willing to~~for ~~purchase~~a new business, technology, product or ~~sell~~service ~~such~~to ~~shares~~acquire. See “Item 1. Business – Strategy for Business Development.” See “Item 1. Business – Scivanta Agreements – SCMS License Agreement.”

~~The~~Critical ~~following~~Accounting table shows the range of high and low closing bid prices for our common stock for the period commencing November 1, 2012 through October 31, 2014 as reported by the OTC Bulletin Board, adjusted for a 10-to-1 reverse stock split effective April 23, 2013. These quotations represent prices between dealers and may not include retail markups, markdowns or commissions and may not necessarily represent actual transactions.Policies

Year Ended October 31, 2014	High		Low
First Quarter	$	0.15	$	0.13
Second Quarter		0.19		0.13
Third Quarter		0.13		0.13
Fourth Quarter		0.16		0.11

The discussion and analysis of our financial condition is based upon the financial statements contained elsewhere herein, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets, liabilities, 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.

Year Ended October 31, 2013	High		Low
First Quarter	$	0.35	$	0.11
Second Quarter		0.18		0.11
Third Quarter		0.14		0.14
Fourth Quarter		0.20		0.13

We believe the following critical accounting policies affect the more significant judgments and estimates used in preparation of the financial statements contained elsewhere herein.

~~The~~Stock ~~OTC~~Based ~~Bulletin~~Compensation Board is generally considered to be a less active and efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or any other national exchange and will not provide investors with the liquidity that the NASDAQ Global Market, the NASDAQ Capital Market or other national exchange would offer. As of February 12, 2015, we had eight market makers for our common stock which were Automated Trading Desk Financial Services, LLC, Buckman, Buckman and Reid, Inc., Cantor Fitzgerald & Co., Citadel Securities, Canaccord Genuity Inc., G1 Execution Services LLC, KCG Americas LLC and Vfinance Investments, Inc.

~~Stockholders~~Scivanta 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.

AsScivanta ofaccounts ~~February~~for ~~12,~~stock-based ~~2015,~~payments to ~~the~~non-employees ~~approximate~~in ~~number of~~accordance ~~registered~~with ~~holders~~ASC of718 ~~our~~and ~~common~~Topic ~~stock~~505-50, ~~was~~“Equity-Based ~~440;~~Payments ~~the~~to ~~number~~Non-Employees.” ofAll ~~issued~~stock-based payments ~~and~~to ~~outstanding~~non-employees ~~shares~~are issuances of ~~our~~warrants ~~common~~that ~~stock~~are ~~was~~recognized ~~6,359,055; and~~in ~~there~~the ~~were~~statement ~~596,154 shares~~ of ~~common~~operations ~~stock~~based ~~subject~~on tothe ~~outstanding~~value ~~warrants,~~of ~~203,332~~the vested ~~shares~~portion of ~~common~~the ~~stock~~warrant ~~subject~~issuance toas ~~outstanding stock~~measured ~~options,~~at ~~and~~its ~~2,397,436~~then-current ~~shares~~fair ofvalue ~~common~~as ~~stock~~of ~~subject~~each tofinancial ~~outstanding~~reporting ~~convertible debentures~~date.

7Scivanta calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest, which approximates the performance period. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock options or warrants. Scivanta estimates forfeiture rates for all unvested awards when calculating the expense for a period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises as well as employee and non-employee termination patterns.

~~Dividends~~ 6

ItThe isresulting ~~anticipated~~stock-based ~~that cash dividends will~~compensation ~~not~~expense befor ~~declared~~employee onawards ~~our common stock in the foreseeable future. Our dividend policy~~ is ~~subject~~generally torecognized ~~the~~on ~~discretion of our board of directors and depends upon~~ a ~~number~~straight-line ofbasis ~~factors,~~over ~~including~~the ~~operating~~requisite ~~results,~~service ~~financial~~period ~~condition and general business conditions. Holders~~ of our common stock are entitled to receive dividends as, if and when declared by our board of directors out of funds legally available therefor. We may pay cash dividends if net income available to stockholders fully funds the ~~proposed dividends, and the expected rate of earnings retention is consistent with capital needs, asset quality and overall financial condition~~award.

~~Sales~~Recent ofAccounting ~~Unregistered Securities for the Fiscal Year Ended October~~Pronouncements ~~31,~~Applicable ~~2014~~to Scivanta

~~There~~Scivanta ~~were~~does nonot ~~sales~~believe ofthere ~~unregistered securities~~are ~~during~~any ~~the~~recently ~~fiscal~~issued, ~~year~~but ~~ended~~not ~~October~~yet 31effective, ~~2014,~~accounting ~~other~~standards ~~than~~that ~~those~~would ~~reported~~have ona ~~Forms~~significant ~~10-Q~~impact ~~and/or~~on ~~8-K filed by~~ Scivanta’s ~~during the~~financial ~~fiscal~~position ~~year~~or ~~ended~~results ~~October~~of ~~31, 2014~~operations.

~~Repurchases~~Results of ~~Securities~~Operations

WeRevenue. ~~did~~Scivanta ~~not~~discontinued all ~~repurchase~~product ~~any~~sales ~~securities~~during ~~within~~ the ~~fourth~~fiscal ~~quarter~~year ~~of the~~ended ~~fiscal~~October ~~year~~31, ~~covered~~2004 byand ~~this~~currently ~~report~~does not have any recurring revenue.

~~Item~~General 6and Administrative. ~~Selected~~For the ~~Financial~~fiscal ~~Data~~year ended October 31, 2015, general and administrative expenses were $236,273, as compared to $426,168 for the fiscal year ended October 31, 2014. The $189,895, or 45%, decrease in general and administrative expenses for the fiscal year ended October 31, 2015 was primarily due to a $67,409 decrease in travel costs, a $52,711 decrease in legal fees, a $35,000 decrease in consulting fees, and a $32,333 decrease in stock based compensation expense to consultants, each related to our fiscal year 2014 fundraising efforts and evaluation of potential acquisitions.

~~Scivanta~~The isamount 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 ~~smaller~~new ~~reporting~~business, ~~company~~product, technology or service, we would expect general and isadministrative expenses ~~therefore~~for ~~not~~the ~~required~~fiscal year ending October 31, 2016 to ~~provide~~increase ~~this~~as ~~information~~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.

~~Item~~Operating 7Income. ~~Management’s~~During ~~Discussion~~the fiscal ~~and~~year ~~Analysis~~ended October 31, 2014, we recognized a gain on the settlement of ~~Financial~~accounts ~~Condition~~payable ~~and~~related ~~Results~~to certain vendor obligations of ~~Operation~~$80,656.

WeInterest ~~have~~Expense. ~~provided~~For ~~below~~the ~~information~~fiscal year ~~about~~ended ~~Scivanta’s financial~~October ~~condition~~31, ~~and~~2015, ~~results~~interest ofexpense ~~operations~~was $70,935, as compared to $78,869 for the fiscal ~~years~~year ended October 31, 2014 ~~and 2013~~. ~~This~~The $7,934, ~~information~~or ~~should~~10%, ~~be read~~decrease in ~~conjunction~~interest ~~with~~expense ~~Scivanta’s audited financial statements~~ for the fiscal ~~years~~year ended October 31, ~~2014~~2015 ~~and~~was ~~2013~~primarily ~~and the~~due ~~related~~to ~~notes~~a ~~thereto~~$16,524 ~~which~~decrease in ~~begin~~accreted interest on ~~page~~debt ~~F-1~~discount, ofoffset ~~this~~by ~~report~~a $8,643 increase in interest expense, related to convertible debentures.

~~Background~~Net Loss. For the fiscal year ended October 31, 2015, our net loss was $307,208, or $0.05 per share (basic and diluted), as compared to a net loss of $424,381, or $0.07 per share (basic and diluted), for the fiscal year ended October 31, 2014. The $117,173, or 28%, decrease in net loss for the fiscal year ended October 31, 2015 was due to a $189,895 decrease in general and administrative expenses and a $7,934 decrease in interest expense, offset by a $80,656 decrease in the gain on the settlement of accounts payable.

~~Scivanta is a Nevada corporation headquartered in Spring Lake, New Jersey. Scivanta currently does not sell any products or technologies. See “Item 1. Business – General.”~~ 7

~~On November 10, 2006, we acquired the exclusive~~Liquidity ~~world-wide rights to develop, manufacture~~ and ~~distribute~~Capital the SCMS, a minimally invasive two-balloon esophageal catheter system used to monitor cardiac performance. Since the end of fiscal 2009, all development activity related to the SCMS ceased. Scivanta does not intend to resume development of the SCMS and is currently searching for a new technology, product or service to acquire. See “Item 1. Business – Strategy for Business Development - SCMS.” See “Item 1. Business – Scivanta Agreements – SCMS License Agreement.”Resources

8As of October 31, 2015, we had a working capital deficiency of $1,256,775 and cash on hand of $21,658. The $4,456 decrease in cash on hand from October 31, 2014 was primarily due to our continuing operating expenses, offset by the receipt of $75,000 of gross proceeds from convertible debentures issued on February 12, 2015 and September 14, 2015.

~~Critical~~During the ~~Accounting~~past ~~Policies~~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.

~~The discussion and analysis of our financial~~On ~~condition~~January ~~is based upon the financial statements contained elsewhere herein~~4, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements required us to make estimates and judgments that affect the reported amounts of assets2016, ~~liabilities, expenses, and related disclosure of contingent assets and liabilities. On an on-going basis,~~ we ~~evaluate~~issued ~~our~~a ~~estimates,~~10% ~~including~~convertible ~~those~~debenture ~~related~~ to ~~bad~~an ~~debts,~~individual ~~income taxes, contingencies and litigation~~investor. WeThe ~~based~~gross ~~our~~proceeds ~~estimates~~received onin ~~historical~~connection ~~experience and on various other assumptions that are believed to be reasonable~~with ~~under~~this ~~the~~private ~~circumstances,~~placement ~~the~~were ~~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~~$50,000. ~~Actual results may differ from these estimates under different assumptions or conditions.~~

WeAs of ~~believe~~January 22, 2016, our cash position was approximately $62,900. Without any additional financing, we will only be able to continue our administrative operations, on a limited basis, for approximately six months from the ~~following~~filing ~~critical~~date ~~accounting~~of this annual report on ~~policies~~Form ~~affect~~10-K. Effective November 1, 2011, Scivanta’s officers agreed to waive the ~~more~~annual ~~significant~~base ~~judgments~~salary due to them and ~~estimates~~Scivanta’s directors ~~used~~agreed into ~~preparation~~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 $625,000 of principal payments due on certain convertible debentures and, as a result, these obligations can be placed in default by the holders. 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 ~~contained~~included ~~elsewhere~~ herein do not include any adjustments related to this uncertainty.

~~Income~~We currently ~~Taxes~~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.

~~Scivanta accounts for income taxes under Accounting~~Inflation ~~Standard Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that we recognize a current tax liability or asset for current taxes payable or refundable~~ and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. We record a valuation allowance to reduce our deferred tax assets to the amount that is more likely than not to be realized. While Scivanta has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made. Likewise, deferred tax assets are reduced by a valuation allowance, when in our opinion, it is more likely than not that some portion or all of the deferred tax asset will not be realized.Seasonality

~~Stock~~Inflation has ~~Based~~had ~~Compensation~~no material effect on the operations or financial condition of our business. In addition, our operations are not considered seasonal in nature.

Scivanta accounts for stock-based payments to employees in accordance with 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.8

~~Scivanta~~Item ~~accounts~~7A. ~~for~~Quantitative ~~stock-based payments to non-employees in accordance with ASC 718~~ and ~~Topic~~Qualitative ~~505-50,~~Disclosures ~~“Equity-Based~~About ~~Payments~~Market to Non-Employees.” All stock-based payments to non-employees are issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the warrant issuance as measured at its then-current fair value as of each financial reporting date.Risk

9Scivanta is a smaller reporting company and is therefore not required to provide this information.

~~Scivanta~~Item ~~calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model~~8. ~~The~~Financial ~~amount~~Statements of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest, which approximates the performance period. ASC 718 requires forfeitures to be estimated at the time stock options are granted and ~~warrants~~Supplementary are issued and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock options or warrants. Scivanta estimates forfeiture rates for all unvested awards when calculating the expense for a period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises as well as employee and non-employee termination patterns.Data

The financial ~~resulting~~statements ~~stock-based~~and ~~compensation~~supplementary ~~expense~~ data of Scivanta called for ~~employee~~by ~~awards~~this isitem ~~generally~~are ~~recognized~~submitted onunder a ~~straight-line~~separate ~~basis~~section ~~over~~of this report. Reference is made to the ~~requisite~~Index ~~service~~of ~~period~~Financial Statements contained on page F-1 of ~~the~~this ~~award~~annual report on Form 10-K.

~~Recent~~Item 9. Changes In and Disagreements with Accountants on Accounting ~~Pronouncements~~ ~~Applicable~~and toFinancial ~~Scivanta~~Disclosure

~~Scivanta does not believe there are any recently issued, but not yet effective, accounting standards that would have a significant impact on Scivanta’s financial position or results of operations~~None.

~~Results~~Item of9A. ~~Operations~~Controls and Procedures

~~Revenue.~~As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this annual report on Form 10-K, Scivanta carried ~~discontinued~~out ~~all~~an ~~product~~evaluation ~~sales~~of ~~during~~the effectiveness of the ~~fiscal~~design ~~year~~and ~~ended~~operation ~~October~~of 31Scivanta's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of Scivanta's management, ~~2004~~including Scivanta's President and ~~currently~~Chief ~~does~~Executive ~~not~~Officer ~~have~~and ~~any~~Scivanta’s ~~recurring~~Executive Vice President, Chief Financial Officer and Secretary, who concluded ~~revenue~~that Scivanta's disclosure controls and procedures are effective.

~~Research~~Disclosure controls and ~~Development.~~procedures are controls and other procedures that are designed to ensure that information required to be disclosed ~~For~~in ~~the~~Scivanta's ~~fiscal~~reports ~~year~~filed ~~ended~~or ~~October~~submitted 31under the Exchange Act is recorded, ~~2014~~processed, ~~research~~summarized and ~~development~~reported, ~~expenses~~within ~~were~~the ~~$0,~~time periods asspecified ~~compared~~in tothe ~~$3,115~~rules ~~for~~and forms of the ~~fiscal year~~Securities ~~ended~~and ~~October~~Exchange ~~31,~~Commission ~~2013~~(the “SEC”). ~~The~~Disclosure ~~$3,115,~~controls and orprocedures ~~100%~~include, ~~decrease~~without inlimitation, ~~research~~controls and ~~development~~procedures ~~expenses~~designed ~~for~~to ~~the~~ensure ~~fiscal~~that ~~year~~information ~~ended~~required ~~October~~to be disclosed ~~31,~~in ~~2014~~Scivanta's ~~was~~reports ~~due~~filed tounder the ~~elimination~~Exchange ofAct ~~patent~~is ~~costs~~accumulated ~~related~~and communicated to ~~the~~management, ~~SCMS~~including Scivanta's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

~~The amount of research and~~Management’s ~~development~~Annual ~~expense~~Report toon beInternal ~~incurred~~Control byOver usFinancial ~~during the fiscal year ending October 31, 2015 will depend upon our ability to secure additional capital through an equity and/or debt financing or corporate partnerships~~Reporting. In the event that we are able to acquire a new technology, product or service and are able to obtain additional capital to fund such acquisition, we would expect research and development expenses for the fiscal year ending October 31, 2015 to significantly increase. Otherwise, we would expect research and development expenses for the fiscal year ending October 31, 2015 to remain at the current level.

~~General~~The management of Scivanta is responsible for establishing and ~~Administrative~~maintaining adequate internal control over financial reporting. Internal ~~For~~control ~~the~~over ~~fiscal~~financial ~~year~~reporting ~~ended~~is ~~October~~a ~~31,~~process ~~2014,~~designed ~~general~~to ~~and~~provide ~~administrative~~reasonable ~~expenses~~assurance ~~were~~regarding ~~$426,168,~~the asreliability ~~compared~~of tofinancial reporting ~~$322,725~~and the preparation of financial statements for external purposes in accordance with accounting principles generally ~~the~~accepted ~~fiscal~~in ~~year~~the ~~ended~~United ~~October~~States ~~31,~~of ~~2013~~America. Internal ~~The~~controls ~~$103,443,~~over orfinancial ~~32%,~~reporting ~~increase~~include inthose ~~general~~policies and ~~administrative~~procedures that: ~~expenses~~(1) pertain ~~for~~to the ~~fiscal~~maintenance ~~year~~of records that in reasonable detail accurately and fairly reflect the transactions ~~ended~~and ~~October~~dispositions ~~31,~~of ~~2014~~the ~~was~~assets ~~primarily~~of ~~due~~Scivanta; (2) provide reasonable assurance that transactions are recorded as necessary to apermit ~~$91,025~~preparation ~~increase~~of financial statements in ~~travel~~accordance ~~costs,~~with aaccounting ~~$27,608~~principles ~~increase~~generally accepted in ~~stock~~the ~~based~~United ~~compensation~~States ~~expense~~of toAmerica, ~~consultants~~and that receipts and anexpenditures ~~$18,000~~of ~~increase~~Scivanta are being made only in ~~consulting~~accordance ~~expense,~~with ~~each~~authorizations ~~related~~of tomanagement and ~~our~~directors ~~fundraising~~of ~~efforts~~Scivanta; and ~~evaluation~~(3) provide reasonable assurance regarding prevention or timely detection of unauthorized ~~potential~~acquisition, ~~acquisitions~~use, ~~offset~~or bydisposition aof ~~$22,057~~Scivanta’s ~~decrease~~assets inthat ~~legal~~could ~~fees~~have ~~and~~ a ~~$11,548~~material ~~decrease~~effect inon ~~office~~the ~~maintenance~~financial ~~costs~~statements.

109

~~The amount~~ Because of ~~general~~its ~~and administrative~~inherent ~~expense to be incurred by us during the fiscal year ending October 31~~limitations, ~~2015~~internal ~~will~~control ~~depend~~over ~~upon~~financial ~~our~~reporting ~~ability~~may tonot ~~secure additional~~prevent ~~capital through an equity and/~~or ~~debt~~detect ~~financing or corporate partnerships~~misstatements. InAlso, ~~the event that we are able to obtain additional~~projections ~~capital~~of ~~sufficient~~any toevaluations ~~fund the acquisition~~ of aeffectiveness ~~new~~to ~~product,~~future ~~technology~~periods orare ~~service,~~subject ~~we would expect general and administrative expenses for the fiscal year ending October 31, 2015~~ to ~~increase as we build~~ the ~~administrative~~risk ~~infrastructure~~that ~~necessary~~controls tomay ~~support the~~become ~~development~~inadequate orbecause ~~sale~~ of achanges in ~~new product~~conditions, ~~technology~~ or ~~service.~~that ~~If we are unable to obtain additional capital sufficient to fund~~ the ~~acquisition~~degree of acompliance ~~new~~with ~~product,~~the ~~technology~~policies or ~~service,~~procedures wemay ~~would expect general and administrative expenses for the fiscal year ending October 31, 2015 to decrease as we continue to reduce our operating activities~~deteriorate.

~~Operating Income.~~Management ~~During~~conducted ~~the~~an ~~fiscal~~evaluation ~~years~~of ~~ended~~the ~~October~~effectiveness ~~31,~~of ~~2014~~Scivanta’s ~~and~~internal ~~2013,~~control weover ~~recognized~~financial areporting ~~gain~~based on the ~~settlement~~framework in Internal Control - Integrated Framework issued in 2013 by the Committee of ~~accounts~~Sponsoring ~~payable~~Organizations ~~related~~of tothe Treadway ~~certain~~Commission. ~~vendor~~Based ~~obligations~~on ofthis ~~$80~~evaluation,~~656~~ ~~and~~management ~~$68~~concluded that the Scivanta’s internal control over financial reporting was effective as of October 31,~~050,~~ ~~respectively~~2015.

~~Interest Expense.~~Changes ~~For the fiscal year ended October 31, 2014, interest expense was $78,869, as compared to $32,709 for the fiscal year ended October 31, 2013. The $46,160, or 141%, increase~~ in ~~interest~~Internal ~~expense~~Control ~~for~~Over ~~the~~Financial fiscal year ended October 31, 2014 was primarily due to a $17,753 increase in interest expense and a $29,058 increase in accreted interest on debt discount, each related to convertible debentures issued by us in December 2013 and April 2014.Reporting

~~Net Loss. For the~~There ~~fiscal~~has ~~year~~been ~~ended~~no ~~October~~change ~~31,~~in ~~2014,~~Scivanta’s ~~our~~internal ~~net~~control ~~loss~~over ~~was~~financial ~~$424,381,~~reporting orduring ~~$0.07~~Scivanta’s ~~per~~last ~~share~~fiscal ~~(basic~~quarter ~~and diluted), as compared to a net loss~~that ofhas ~~$290,499,~~materially ~~or $0.06 per share (basic and diluted)~~affected, ~~for the fiscal year ended October 31, 2013. The $133,882,~~ or ~~46%,~~is ~~increase in~~reasonably ~~net~~likely ~~loss for the fiscal year ended October 31, 2014 was primarily due~~ to amaterially ~~$103~~affect,~~443~~ ~~increase~~Scivanta's ininternal ~~general~~control ~~and~~over ~~administrative~~financial ~~expenses and a $46,160 increase in interest expense, offset by a $12,606 increase in the gain on the settlement of accounts payable~~reporting.

~~Liquidity~~Item ~~and~~9B. ~~Capital~~Other ~~Resources~~Information

~~As of October 31, 2014, we had a working capital deficiency of $959,572 and cash on hand of $26,114~~None. The $6,206 increase in cash on hand from October 31, 2013 was primarily due to the receipt of $225,000 of gross proceeds from convertible debentures issued on December 12, 2013 and April 1, 2014, 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.10

~~On January 8, 2014, we issued 230,769 shares~~PART of our common stock as payment of $30,000 of accounts payable to a third party service provider and we issued 461,538 shares of our common stock to Century Capital as settlement of $60,000 of office rent owed by us for the period commencing February 1, 2013 through January 31, 2014.III

OnItem ~~January~~10. 8Directors, ~~2014,~~Executive weOfficers ~~issued 57,143 shares of our common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period May 20, 2012 through May 19, 2013~~ and weCorporate ~~issued 57,143 shares of our common stock to the August 2012 Debenture holder in satisfaction of $8,000 of interest due for the period August 15, 2012 through August 15, 2013.~~Governance

11Directors

OnEach director ~~April~~serves ~~30,~~for ~~2014,~~a weterm ~~issued~~set ~~123,078~~to ~~shares of~~expire ~~our~~at ~~common~~the ~~stock~~next toannual ~~the~~meeting ~~holders~~of stockholders of ~~the~~Scivanta. ~~February~~The ~~2007~~name, ~~Debentures~~age, inprincipal ~~satisfaction~~occupation or ofemployment ~~$16,000~~and biographical information of ~~interest~~each ~~due~~member ~~for~~of the ~~period~~board ~~February 1,~~of ~~2013~~directors ~~through~~of ~~January~~Scivanta ~~31,~~who ~~2014.~~are currently serving are set forth below:

On February 12, 2015, we issued a 10% convertible debenture to an individual investor. The gross proceeds received in connection with this private placement were $50,000.

Name	Age	Principal Occupation or Employment
David R. LaVance	62	Chairman of the Board, President and Chief Executive Officer of Scivanta and Integrated Environmental Technologies, Ltd.

Thomas S. Gifford	47	Executive Vice President, Chief Financial Officer and Secretary of Scivanta and Integrated Environmental Technologies, Ltd.

Anthony Giordano, III	50	Senior Vice President OceanFirst Bank

Thomas J. DeSouza	33	Managing Director of Allegory Venture Partners

~~As of February 12, 2015, our cash position~~There ~~was~~are ~~approximately~~no ~~$58,000.~~family ~~Without~~relationships ~~any~~among ~~additional~~the ~~financing,~~current weexecutive ~~will~~officers ~~only~~and bedirectors ~~able~~of toScivanta. ~~continue~~At ~~our~~any ~~administrative~~time ~~operations,~~during ~~on a~~the ~~limited~~past ~~basis, for approximately~~ five ~~months from the filing date of this annual report on Form 10-K. Effective November 1~~years, ~~2011,~~ ~~Scivanta’s~~none ~~officers~~of ~~agreed to waive~~ the ~~annual~~current ~~base~~executive ~~salary~~officers ~~due~~or todirectors ~~them~~of ~~and~~ Scivanta’s ~~directors~~have ~~agreed~~served toas ~~waive~~directors ~~the annual~~of ~~retainer~~any ~~and~~company ~~meeting~~with ~~fees~~a ~~due~~class toof ~~them~~securities registered ~~until~~pursuant ~~Scivanta is able~~ to ~~raise~~Section ~~sufficient~~12 ~~capital~~of ~~that would provide Scivanta with~~ the ~~ability~~Exchange toAct ~~pay~~or ~~cash~~subject ~~compensation~~ to ~~its~~the ~~officers~~requirements ~~and~~of ~~directors.~~Section ~~Scivanta~~15(d) ~~has~~of ~~also~~the ~~deferred~~Exchange ~~certain~~Act ~~vendor~~or ~~payments~~any company ~~until~~registered ~~it secures~~as ~~sufficient~~an ~~additional~~investment ~~financing.~~company Weunder ~~did~~the ~~not~~Investment ~~make~~Company ~~$350,000~~Act of ~~principal payments due on certain convertible debentures and~~1940, as ~~a result~~amended, ~~these~~except ~~obligations~~for ~~can be placed in default by the holders~~Mr. ~~Our~~LaVance, ~~independent registered public accounting firm included~~who anserves ~~emphasis~~as of a ~~matter~~director ~~paragraph~~of ~~in its report included in this annual report on Form 10-K~~Hologic, ~~which~~Inc. ~~expressed~~(NASDAQ: ~~substantial~~HOLX) ~~doubt about~~and ~~our~~also ~~ability~~serves ~~to continue~~ as athe ~~going~~chairman ~~concern.~~of ~~Our~~Integrated ~~financial~~Environmental ~~statements included herein do not include any adjustments related~~Technologies, toLtd. ~~this~~(OTCQB: ~~uncertainty~~IEVM).

~~We currently do not have any lending relationships~~Biographical 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.Information

~~Inflation~~David R. LaVance: Mr. LaVance has served as Scivanta’s Chairman, President and ~~Seasonality~~Chief Executive Officer since March 2003. He is also a member of the board of directors of Hologic, Inc. (NASDAQ: HOLX), a publicly traded medical device company specializing in women’s healthcare products. Mr. LaVance has been a director of Hologic since December 2002. From August 2012 through May 2015, Mr. LaVance served as the chairman of the board of directors of Hologic and from June 2008 through July 2011, Mr. LaVance served as the lead independent director of Hologic. Since May 2011, Mr. LaVance has served as the President and Chief Executive Officer and the chairman of board of directors of Integrated Environmental Technologies, Ltd. (OTCQB: IEVM), a publicly traded company that develops and manufactures proprietary equipment which it uses to produce and distribute environmentally friendly disinfecting and cleaning solutions. Since August 1997, Mr. LaVance has served as the President and co-founder of Century Capital Associates LLC, a consulting firm providing business and transaction advisory services. Mr. LaVance was formerly a Managing Director of KPMG Health Ventures, an advisory group providing investment banking services to healthcare companies. Mr. LaVance received a B.A. degree from Furman University and a J.D. degree from Washington College of Law of the American University. As our President and Chief Executive Officer, Mr. LaVance has direct responsibility for our strategy and operations. This position, together with his many years of experience in corporate management, makes him an invaluable contributor to the board.

~~Inflation has had no material effect on the operations or financial condition of our business. In addition, our operations are not considered seasonal in nature.~~11

~~Item~~Thomas S. 7AGifford: Mr. ~~Quantitative~~Gifford has served as Scivanta’s Executive Vice President, Chief Financial Officer and ~~Qualitative~~as ~~Disclosures~~a ~~About~~director since ~~Market~~March ~~Risk~~21, 2003. Mr. Gifford is also the Vice President and co-founder of Century Capital Associates LLC. Since May 2011, Mr. Gifford has served as the Executive Vice President and Chief Financial Officer of Integrated Environmental Technologies, Ltd. (OTCQB: IEVM), a publicly traded company that develops and manufactures proprietary equipment which it uses to produce and distribute environmentally friendly disinfecting and cleaning solutions. Mr. Gifford was formerly a Manager and Associate Director of KPMG Health Ventures, an advisory group providing investment banking services to healthcare companies and an accountant for KPMG Peat Marwick LLP. He is a licensed attorney in New York and New Jersey and is a Certified Public Accountant. Mr. Gifford received a B.S. degree from Rutgers University and a J.D. degree from Seton Hall University School of Law. Mr. Gifford’s mix of leadership, management, strategic, operation and finance skills and experience enable him to provide important accounting and finance experience and operational insights to the board.

Anthony Giordano, III: Mr. Giordano has served as a director of Scivanta since March 15, 2007. He is currently a ~~smaller~~Senior ~~reporting~~Vice President for OceanFirst Bank (NASDAQ: OCFC). Mr. Giordano was the President and Chief Executive Officer and a director of Colonial American Bank from December 2010 to July 2015, when Colonial American Bank merged into OceanFirst Bank. From January 1, 2005 through November 30, 2010, Mr. Giordano served as the Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Central Jersey Bancorp, a publicly traded bank holding company (NASDAQ: CJBK), from January 2005 through the date of the consummation of the merger of Central Jersey Bancorp and Kearny Financial Corp. in November 2010. Prior thereto, he served in various executive and senior account positions with various financial institutions. Mr. Giordano received an M.B.A. degree from Monmouth University and a B.S. degree in finance from Kean University. He is a graduate of the Real Estate Institute at Monmouth University ~~therefore~~and ~~not~~earned ~~required~~an Executive Certificate in Leadership and Management from the University of Notre Dame, Mendoza College of Business. Mr. Giordano’s mix of leadership, management and finance skills and experience enable him to provide ~~this~~important ~~information~~accounting and finance experience and management insights to the board.

12Thomas J. DeSouza: Mr. DeSouza has served as a director of Scivanta since November 1, 2015. He has over 15 years of experience in providing strategic and financial advice to investors and early stage technology companies. Since June 2013, Mr. DeSouza has served as the managing director of Allegory Venture Partners, a venture fund focused on technology based companies. From January 2008 through June 2013, Mr. DeSouza was an investment consultant with several firms including Robert W. Baird & Co. and Morgan Stanley Smith Barney. He currently serves on the board of directors of SematicMD, a medical technology company that provides a medical image analysis platform to physicians and the Willamette View Foundation, a not-for-profit organization focused on providing services to the elderly. Mr. DeSouza attended Portland State University where he studied political science and finance. Mr. DeSouza’s mix of finance and strategic skills and experience enable him to provide important financial and strategic insights to the board.

~~Item 8. Financial Statements and Supplementary Data~~12

~~The financial statement and supplementary data~~Executive of Scivanta called for by this item are submitted under a separate section of this report. Reference is made to the Index of Financial Statements contained on page F-1 of this annual report on Form 10-K.Officers

~~Item~~The executive 9.officers ~~Changes~~serve Inin accordance with Scivanta’s bylaws and ~~Disagreements~~at ~~with~~the ~~Accountants~~discretion onof ~~Accounting~~Scivanta’s board of directors. The name, age, current position and ~~Financial~~biographical ~~Disclosure~~information of each executive officer of Scivanta are set forth below:

None.

Name	Age	Capacities in which Served
David R. LaVance	62	Chairman of the Board, President and Chief Executive Officer

Thomas S. Gifford	47	Executive Vice President, Chief Financial Officer and Secretary

For the biographical information for David R. LaVance and Thomas S. Gifford, see “Item 9A10. ~~Controls~~Directors, Executive Officers and Corporate ~~Procedures~~Governance - Directors.”

~~As required by Rule 13a-15 under the Exchange~~Corporate Act, as of the end of the period covered by this annual report on Form 10-K, Scivanta carried out an evaluation of the effectiveness of the design and operation of Scivanta's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of Scivanta's management, including Scivanta's President and Chief Executive Officer and Scivanta’s Executive Vice President, Chief Financial Officer and Secretary, who concluded that Scivanta's disclosure controls and procedures are effective.Governance

~~Disclosure controls and procedures are controls~~Meetings and ~~other~~Committees ~~procedures~~of ~~that are designed to ensure that information required to be disclosed in Scivanta's reports filed or submitted under~~ the ~~Exchange~~Board ~~Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms~~ of the Securities and Exchange Commission (the “SEC”). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Scivanta's reports filed under the Exchange Act is accumulated and communicated to management, including Scivanta's Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.Directors

~~Management’s~~The board ~~Annual~~of ~~Report~~directors onconducts ~~Internal~~business through meetings of the board or by unanimous written consents of the board. In addition, ~~Control~~the ~~Over~~board ~~Financial~~sometimes ~~Reporting~~conducts business through its committees, including an audit committee and compensation committee. The board of directors for the fiscal year ended October 31, 2015 consisted of: David R. LaVance, Thomas S. Gifford, Lawrence M. Levy and Anthony Giordano, III. Thomas J. DeSouza was elected to the board on November 1, 2015. Mr. Levy retired from the board on December 31, 2015.

~~The management of Scivanta is responsible for~~Audit establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal controls over financial reporting include those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Scivanta; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of Scivanta are being made only in accordance with authorizations of management and directors of Scivanta; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of Scivanta’s assets that could have a material effect on the financial statements.Committee

13The audit committee for fiscal 2015 consisted of Lawrence M. Levy and Anthony Giordano, III, who is the chairman of the audit committee. Mr. Levy retired from the board of directors on December 31, 2015. Thomas J. DeSouza was appointed to the audit committee on November 1, 2015. Each of Mr. Giordano and Mr. DeSouza qualify as an independent director and Mr. Levy qualified during his term as an independent director in accordance with the rules of NASDAQ and the rules and regulations of the SEC. In addition, the board has determined that Mr. Giordano qualifies as a financial expert pursuant to SEC rules. The audit committee’s primary responsibility is to assist the board in fulfilling its oversight responsibilities with respect to financial reports and other financial information. The audit committee’s other responsibilities are set forth in the amended and restated charter of the audit committee which was adopted on May 14, 2004 and is available for viewing on Scivanta’s website at www.scivanta.com.

~~Because of its inherent limitations, internal~~Executive ~~control~~Sessions ~~over financial reporting may not prevent or detect misstatements. Also, projections~~ of ~~any~~Nonemployee evaluations of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.Directors

~~Management conducted an evaluation of the effectiveness~~The ofboard ~~Scivanta’s~~and ~~internal~~its ~~control~~committees ~~over~~hold ~~financial~~executive ~~reporting~~sessions ~~based~~of onits ~~the~~nonemployee ~~framework~~directors ingenerally ~~Internal~~at ~~Control~~each -meeting. ~~Integrated~~The ~~Framework issued~~chairman ~~in 1992 by the Committee~~ of ~~Sponsoring Organizations of~~ the ~~Treadway~~audit committee ~~Commission.~~serves ~~Based~~as ~~on this evaluation, management concluded that~~ the ~~Scivanta’s~~chairperson ~~internal~~for ~~control~~these ~~over~~executive ~~financial reporting was effective as of October 31, 2014~~sessions.

~~Changes in Internal Control Over Financial Reporting~~13

~~There has been no change in Scivanta’s~~Section ~~internal~~16 control over financial reporting during Scivanta’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, Scivanta's internal control over financial reporting.Compliance

~~Item~~Section 16(a) 9Bof the Exchange Act requires Scivanta’s directors, executive officers and persons who own more than 10% of Scivanta’s common stock to file Forms 3, 4 and 5 with the SEC. ~~Other~~Executive ~~Information~~officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish Scivanta with copies of all Forms 3, 4 and 5 reports they file.

~~On February 12, 2015,~~ Scivanta believes ~~issued~~that aall ~~10%~~filings ~~convertible~~required ~~debenture~~ to anbe ~~individual~~made ~~investor~~by ~~(the~~its ~~“February 2015 Debenture”). In connection with the issuance of the February 2015 Debenture~~directors, ~~Scivanta~~executive ~~issued~~officers aand ~~warrant~~persons ~~(the~~who ~~“February~~own ~~2015~~more ~~Debenture~~than ~~Warrant”) to~~10% ~~purchase shares~~ of ~~its~~ Scivanta’s common stock ~~equal~~pursuant to ~~20%~~Section of16(a) ~~the aggregate principal amount~~ of the ~~February~~Exchange ~~2015~~Act ~~Debenture.~~have ~~The~~been ~~gross proceeds~~filed ~~received~~within inthe ~~connection~~time ~~with~~periods ~~this private placement were $50,000~~prescribed. ~~The February 2015 Debenture has 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 entire principal and accrued interest amount~~Chief ofExecutive ~~the February 2015 Debenture is convertible into shares of Scivanta’s common stock: (a) upon Scivanta issuing equity securities~~ and~~/or~~ ~~debt~~Senior inFinancial aOfficer ~~transaction~~Code ~~or a series~~ of transactions resulting in aggregate gross proceeds to Scivanta of a least $3,000,000 (a “Qualified Financing”); (b) at the option of the holder, at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a change in control of Scivanta, as defined in the February 2015 Debenture. Upon the occurrence of a Qualified Financing, the February 2015 Debenture is convertible into shares of Scivanta’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of Scivanta’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of Scivanta’s common stock, if no shares of Scivanta’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of Scivanta’s common stock or instruments convertible into shares of Scivanta’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of Scivanta, the February 2015 Debenture is convertible into shares of Scivanta’s common stock at $0.13 per share. The quoted market price of Scivanta’s common stock on February 12, 2015 was $0.10 per share. An aggregate of 384,615 shares of Scivanta’s common stock can be issued pursuant to the February 2015 Debenture at the current conversion price of $0.13 per share. Scivanta will use the proceeds received in this private placement for working capital purposes.Ethics

The ~~February 2015 Debenture Warrant has a three~~ ~~year~~chief ~~term~~executive and ~~provides~~senior ~~the~~financial ~~holder~~officers ~~the right to purchase shares~~ of Scivanta’s ~~common~~are ~~stock~~subject ~~equal~~ to ~~20%~~high ofstandards ~~the principal amount~~ of ~~the~~honest ~~related~~and ~~February~~ethical ~~2015~~conduct ~~Debenture~~when ~~divided~~conducting the ~~by:~~affairs ~~(a) 80%~~ of ~~the~~Scivanta. ~~per~~All ~~share~~such ~~price~~individuals ~~paid~~must byact ~~the~~ethically ~~purchasers~~at ofall ~~Scivanta’s~~times ~~common stock~~ in aaccordance ~~Qualified~~with ~~Financing; (b) 80% of~~ the ~~per~~policies ~~share~~contained ~~conversion~~in ~~price of any instrument convertible into shares of~~ Scivanta’'s ~~common~~Chief ~~stock~~Executive ~~issued~~and inSenior aFinancial ~~Qualified~~Officer ~~Financing,~~Code ~~if no shares~~ of ~~Scivanta’s common stock is issued in the Qualified Financing; or (c) $0~~Ethics.~~13,~~ ifThe noChief ~~shares~~Executive ofand ~~Scivanta’s~~Senior ~~common~~Financial ~~stock~~Officer orCode ~~no instruments convertible into shares~~ of ~~Scivanta’s~~Ethics ~~common stock~~ is ~~issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015~~ ~~Debenture~~available ~~Warrant~~on ~~issuance date. An aggregate of 76,923 shares of~~ Scivanta’s ~~common~~website ~~stock can be issued under the February 2015 Debenture Warrant~~ at ~~the current exercise price of $0~~www.~~13 per share~~scivanta. All of the shares of Scivanta’s common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financingcom. ~~The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events.~~

InItem ~~connection~~11. ~~with~~Executive the issuance of the February 2015 Debenture, 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.Compensation

14The following table sets forth information concerning the annual and long-term compensation for services in all capacities to Scivanta for the fiscal years ended October 31, 2015 and 2014 of any person who served as Scivanta’s President and Chief Executive Officer during the fiscal year ended October 31, 2015 and each other executive officer of Scivanta. For purposes of this annual report on Form 10-K, Mr. LaVance and Mr. Gifford are each considered a “Named Executive Officer.”

~~PART~~SUMMARY COMPENSATION ~~III~~TABLE

Item 10. Directors, Executive Officers and Corporate Governance

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compen-sation ($)		Non-Qualified Deferred Compen-sation Earnings ($)		All Other Compen-sation ($)		Total ($)
David R. LaVance, President and Chief Executive	2015	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--
Officer	2014	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--

Thomas S. Gifford, Executive Vice President, Chief Financial Officer and	2015	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--
Secretary	2014	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--

~~Directors~~14

~~Each director serves for a term set to expire~~Employment at the next annual meeting of stockholders of Scivanta. The name, age, principal occupation or employment and biographical information of each member of the board of directors of Scivanta who served as of October 31, 2014 are set forth below:Agreements

Name	Age	Principal Occupation or Employment
David R. LaVance	61	Chairman of the Board, President and Chief Executive Officer of Scivanta and Integrated Environmental Technologies, Ltd.
Thomas S. Gifford	46	Executive Vice President, Chief Financial Officer and Secretary of Scivanta and Integrated Environmental Technologies, Ltd.
Lawrence M. Levy	76	Retired Partner of Brown Rudnick LLP
Anthony Giordano, III	49	President and Chief Executive Officer of Colonial American Bank

On January 1, 2008, Scivanta entered into an executive employment agreement with each of David R. LaVance, Scivanta’s President and Chief Executive Officer, and Thomas S. Gifford, Scivanta’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 renew annually, 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 Scivanta’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 Scivanta’s board of directors.

~~There~~Effective February ~~are~~1, no2010, ~~family~~each ~~relationships~~of ~~among~~Messrs. ~~the current~~LaVance ~~executive officers~~ and ~~directors~~Gifford ofagreed ~~Scivanta.~~to Atreduce ~~any~~the ~~time~~annual ~~during~~base ~~the~~salary ~~past~~due ~~five~~to ~~years,~~each ~~none~~ of ~~the~~them ~~current~~to ~~executive officers~~$200,000. orEffective ~~directors~~November of1, ~~Scivanta~~2011, ~~have~~each ~~served as directors~~ of ~~any~~Messrs. ~~company~~LaVance ~~with~~and aGifford ~~class~~agreed ~~of securities registered pursuant~~ to ~~Section~~reduce ~~12 of~~ the ~~Exchange~~annual ~~Act~~base orsalary ~~subject~~due to ~~the~~them ~~requirements~~to of$0 ~~Section~~until Scivanta ~~15(d)~~has ofraised ~~the~~sufficient ~~Exchange~~capital ~~Act~~that orwould ~~any~~provide ~~company~~Scivanta ~~registered~~the asability anto ~~investment company~~pay ~~under~~either the ~~Investment~~original ~~Company~~base ~~Act~~salary of ~~1940~~$275,000 or asthe ~~amended,~~reduced ~~except~~base ~~for~~salary ~~Mr. LaVance, who serves as the chairman~~ of ~~Hologic~~$200,000 ~~Inc. (NASDAQ:~~or ~~HOLX)~~some ~~and~~other ~~also~~amount ~~serves~~ as ~~the~~mutually ~~chairman~~agreed ofupon ~~Integrated~~by ~~Environmental~~each ~~Technologies,~~of ~~Ltd~~Mr. ~~(OTC:~~LaVance ~~IEVM)~~ and/or Mr. ~~Levy, who serves~~Gifford asand aScivanta’s ~~director~~board of ~~Hologic, Inc~~directors. ~~(NASDAQ: HOLX).~~

~~Biographical~~In the ~~Information~~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.

~~David~~In R.addition, ~~LaVance:~~in ~~Mr.~~the ~~LaVance~~event ~~has~~that ~~served~~within asone-hundred ~~Scivanta’s~~eighty ~~Chairman,~~days ~~President~~of ~~and~~a ~~Chief~~Change ~~Executive~~of ~~Officer~~Control ~~since~~(as ~~March~~defined ~~2003. He~~in ~~is also~~ the ~~chairman~~Employment ofAgreements ~~the~~and used ~~board~~herein) of ~~directors of Hologic~~Scivanta, ~~Inc.~~the ~~(NASDAQ:~~employment ~~HOLX),~~of aMr. ~~publicly~~LaVance ~~traded~~or ~~medical device company specializing in women’s healthcare products~~Mr. ~~Hologic~~Gifford is ~~the~~terminated ~~worldwide~~by ~~leader~~Scivanta inor ~~digital~~its ~~mammography,~~successor ~~molecular~~without ~~diagnostics for women’s~~Good ~~health~~Cause, ~~pap~~or ~~testing and gynecological surgical products.~~ Mr. LaVance ~~has~~or ~~been~~Mr. aGifford ~~director~~terminates ofhis ~~Hologic~~employment ~~since~~with ~~December~~Scivanta ~~2002.~~or ~~From June~~its ~~2008~~successor ~~through~~for ~~July~~Good ~~2011~~Reason, Mr. LaVance ~~served as the lead independent director of Hologic and was named chairman of the board~~or ~~of directors in August 2011~~Mr. ~~Since May 2011~~Gifford, ~~Mr. LaVance has served~~ as the ~~President~~case ~~and~~may ~~Chief~~be, ~~Executive~~shall ~~Officer~~be ~~and~~paid ~~the~~a ~~chairman of~~severance ~~board~~payment; ofprovided ~~directors of Integrated Environmental Technologies~~however, ~~Ltd.~~that ~~(OTC~~if ~~Bulletin~~the ~~Board:~~termination ~~IEVM),~~of aemployment ~~publicly traded company that~~occurs ~~develops~~prior ~~and manufactures proprietary equipment which it uses~~ to ~~produce~~the ~~and~~Change ~~distribute~~of ~~environmentally~~Control, ~~friendly~~the ~~disinfecting and~~Change ~~cleaning~~of ~~solutions.~~Control ~~Since~~must ~~August~~have ~~1997,~~been ~~Mr.~~considered ~~LaVance~~by ~~has~~Scivanta ~~served~~at as the ~~President~~time ~~and co-founder~~ of ~~Century~~termination ~~Capital~~for ~~Associates~~Mr. ~~LLC,~~LaVance aor ~~consulting~~Mr. ~~firm~~Gifford ~~providing~~to ~~business~~be ~~and~~entitled ~~transaction~~to ~~advisory~~the ~~services.~~severance ~~From 1995 through 1997, Mr~~payment. ~~LaVance~~The ~~was~~amount ~~a Managing Director~~ of ~~KPMG~~the ~~Health~~severance ~~Ventures,~~payment anwill ~~advisory~~be ~~group~~equal ~~providing investment banking services~~ to ~~healthcare~~two ~~companies.~~times the ~~From~~sum ~~1992~~of ~~through 1995,~~ Mr. LaVance’s ~~served~~or ~~as the President of Nuclear Care, Inc~~Mr., aGifford’s ~~nuclear~~annual ~~imaging~~base ~~clinical~~salary ~~services~~in ~~company~~effect ~~and~~immediately inprior ~~1994~~to ~~he was~~ the ~~founder~~termination of ~~Physicians Data Corporation, a health informatics company~~Mr. LaVance’s ~~From~~or ~~1985 through 1992,~~ Mr. ~~LaVance~~Gifford’s ~~held~~employment aand ~~series~~an ~~of operating~~amount ~~positions~~which ~~with~~is ~~Dornier~~the ~~MedTech~~lesser ~~America,~~of ~~Inc.,~~ (a) ~~medical~~$150,000 ~~device company that specializes in lithotriptors~~ and ~~other~~(b) ~~medical devices, ultimately serving as~~ the ~~President~~aggregate amount of ~~Dornier~~any ~~MedTech~~bonuses inpaid ~~Japan from 1990~~ to ~~1992.~~ Mr. LaVance ~~received~~or ~~a B~~Mr.A. ~~degree from~~Gifford ~~Furman~~during ~~University~~the ~~and~~twelve amonths ~~J.D.~~prior ~~degree~~to ~~from~~the ~~Washington~~earlier ~~College~~ of ~~Law~~(i) ofthe ~~American~~effective ~~University.~~date Asof the ~~our~~Change ~~President~~of Control and ~~Chief~~(ii) ~~Executive~~the ~~Officer,~~date Mr. ~~LaVance~~ ~~has direct responsibility for Scivanta~~LaVance’s ~~strategy~~or ~~and operations~~Mr. ~~This~~ ~~position,~~Gifford’s ~~together~~employment terminates with ~~his many years of experience in corporate management, makes him an invaluable contributor to the board~~Scivanta.

15Pursuant to the Employment Agreements, any severance payment to be paid by Scivanta to Mr. LaVance or Mr. Gifford is subject to Scivanta and Mr. LaVance or Mr. Gifford entering into and not revoking a release of claims in favor of Scivanta.

Thomas S. Gifford: Mr. Gifford has served as Scivanta’s Executive Vice President, Chief Financial Officer and as a director since March 21, 2003. Since May 2011, Mr. Gifford has served as the Executive Vice President and Chief Financial Officer of Integrated Environmental Technologies, Ltd. (OTC Bulletin Board: IEVM), a publicly traded company that develops and manufactures proprietary equipment which it uses to produce and distribute environmentally friendly disinfecting and cleaning solutions. Since August 1997, Mr. Gifford has served as the Vice President and co-founder of Century Capital Associates LLC, a consulting firm providing business and transaction advisory services. From 1995 through 1997, Mr. Gifford was a Manager and Associate Director of KPMG Health Ventures, an advisory group providing investment banking services to healthcare companies. From 1990 through 1994, Mr. Gifford was an accountant for KPMG Peat Marwick LLP, where he provided auditing and financial due diligence services to various publicly traded and privately held emerging technology companies. He is a licensed attorney in New York and New Jersey and is a Certified Public Accountant. Mr. Gifford received a B.S. degree from Rutgers University and a J.D. degree from Seton Hall University School of Law. Mr. Gifford’s mix of leadership, management, strategic, operation and finance skills and experience enable him to provide important accounting and finance experience and operational insights to the board.15

~~Lawrence M. Levy: Mr. Levy~~Each ~~has served as a director~~ of ~~Scivanta since March 15, 2007~~Mr. HeLaVance ~~retired~~and ~~from the position of Senior Counsel at Brown Rudnick LLP, an international law firm, in January 2011.~~ Mr. ~~Levy~~Gifford ~~had~~has ~~been~~agreed ~~Senior Counsel at Brown Rudnick since February 2005 and, for more than 30 years before~~ that, ~~had been~~ (a) ~~Partner~~during atthe ~~Brown~~term ~~Rudnick,~~of ~~specializing~~his inemployment ~~corporate~~with Scivanta and ~~securities~~(b) ~~law.~~for ~~Mr. Levy~~one ~~is also~~year ~~a member of~~ after the ~~board~~termination of ~~directors~~his ofemployment ~~Hologic~~with Scivanta, ~~Inc.~~he ~~(NASDAQ:~~will ~~HOLX)~~not, ~~Option~~directly ~~N.V.~~or ~~(EURONEXT Brussels: OPTI; OTC Bulletin Board: OPNVY) of Leuven~~indirectly, ~~Belgium,~~be aemployed ~~wireless telecommunications company~~by, ~~and~~provide ~~Facing~~consulting ~~History~~services to ~~and~~or ~~Ourselves.~~have ~~Mr. Levy~~any ~~received~~ownership ainterest ~~B.A. from~~(as ~~Yale University and~~ a ~~L.L.B. from Harvard Law School. Mr. Levy’s mix of leadership~~stockholder, ~~management,~~partner ~~strategic~~or ~~and legal~~otherwise) ~~skills~~in ~~and~~any ~~experience~~Competing ~~enable~~Business ~~him~~(as todefined ~~provide~~in ~~important~~the ~~legal~~Employment Agreements), ~~experience~~except ~~and~~for ~~governance~~as ~~insights~~permitted toin the ~~board~~Employment Agreements.

16Each of Mr. LaVance and Mr. Gifford has also agreed that (a) during the term of his employment with Scivanta, and (b) for a period of three years after the termination of his employment with Scivanta, he will not recruit any employee of Scivanta or solicit, divert or take away the business or patronage of any of the clients, customers or accounts of Scivanta that were served by Scivanta while he was employed by Scivanta.

~~Anthony Giordano, III: Mr. Giordano~~Outstanding ~~has~~Equity ~~served~~Awards as a director of Scivanta since March 15, 2007. He is currently the President and Chief Executive Officer and a director of Colonial American Bank, which is currently headquartered in Middletown, New Jersey. From January 1, 2005 through November 30, 2010, Mr. Giordano served as the Senior Executive Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Central Jersey Bancorp (formerly Monmouth Community Bancorp), a publicly traded bank holding company (NASDAQ: CJBK), and its wholly-owned subsidiary, Central Jersey Bank, N.A. (formerly Monmouth Community Bank, N.A.), from January 1, 2005 through date of the consummation of the merger of Central Jersey Bancorp and Kearny Financial Corp. on November 30, 2010. Prior to the consummation of the combination of Monmouth Community Bancorp and Allaire Community Bank on January 1, 2005, he served as an Executive Vice President and the Chief Financial Officer, Treasurer and Secretary of Monmouth Community Bancorp and its bank subsidiary, Monmouth Community Bank, N.A. Prior to joining Monmouth Community Bank, N.A. in May 1998, Mr. Giordano was employed by PNC Bank (formerly Midlantic Bank), where he served as Real Estate Banking Officer from 1996 to 1998 and Senior Accountant/Financial Analyst from 1994 to 1996. From 1988 to 1994, Mr. Giordano served in various positions at ~~Shadow~~Fiscal Lawn Savings Bank, including Budget and Financial Planning Manager and Financial Analyst. Mr. Giordano received an M.B.A. degree from Monmouth University and a B.S. degree in finance from Kean University. Mr. Giordano’s mix of leadership, management, strategic and finance skills and experience enable him to provide important accounting and finance experience and management insights to the board.Year-End

The following table provides information about all equity compensation awards held by the Named Executive Officers at October 31, 2015.

~~The~~OUTSTANDING ~~executive~~EQUITY ~~officers~~AWARDS ~~serve~~AT inFISCAL accordance with Scivanta’s bylaws and at the discretion of Scivanta’s board of directors. The name, age, current position and biographical information of each executive officer of Scivanta are set forth below:YEAR-END

Name	Age	Capacities in which Served
Option Awards												Stock Awards
David R. LaVance	61	Chairman of the Board, President and Chief Executive Officer
Name	Date of Grant	Number of Securities Underlying Unexercised Options (#) Exercisable			Number of Securities Underlying Unexercised Options (#) Un-exercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Thomas S. Gifford	46	Executive Vice President, Chief Financial Officer and Secretary
David R. LaVance President and Chief	2/5/07		50,000	(1)		--		--	$	2.00	2/5/17		--	$	--		--	$	--
Executive	1/1/08		10,000	(2)		--		--	$	1.40	1/1/18		--	$	--		--	$	--
Officer	1/21/09		25,000	(3)		--		--	$	1.40	1/21/19		--	$	--		--	$	--
Thomas S. Gifford Executive Vice President, Chief Financial Officer	2/5/07		50,000	(1)		--		--	$	2.00	2/5/17
and	1/1/08		10,000	(2)		--		--	$	1.40	1/1/18		--	$	--		--	$	--
Secretary	1/21/09		25,000	(3)		--		--	$	1.40	1/21/19		--	$	--		--	$	--

~~For~~(1) ~~the~~On ~~biographical~~February ~~information~~5, ~~for~~2007, ~~David R.~~Scivanta ~~LaVance~~granted ~~and~~a ~~Thomas~~non-qualified S.stock ~~Gifford~~option to purchase 50,000 ~~see~~shares ~~“Item~~of ~~10.~~its ~~Directors,~~common ~~Executive~~stock ~~Officers~~pursuant ~~and~~to ~~Corporate~~the ~~Governance~~2002 -Equity ~~Directors~~Incentive Plan to each of Messrs.” LaVance and Gifford.

~~Corporate~~(2) ~~Governance~~On January 1, 2008, Scivanta granted a non-qualified stock option to purchase 10,000 shares of its common stock under the 2007 Equity Incentive Plan to each of Messrs. LaVance and Gifford.

~~Meetings~~(3) ~~and~~On ~~Committees~~January 21, 2009, Scivanta granted a non-qualified stock option to purchase 25,000 shares of its common stock under the ~~Board~~2007 Equity Incentive Plan to each of ~~Directors~~Messrs. LaVance and Gifford.

The board of directors conducts business through meetings of the board or by unanimous written consents of the board. In addition, the board sometimes conducts business through its committees, including an audit committee and compensation committee. The board for fiscal 2014 consisted of David R. LaVance, Thomas S. Gifford, Lawrence M. Levy and Anthony Giordano, III. Each of Mr. Levy and Mr. Giordano qualify as independent directors in accordance with NASDAQ’s definition of “independent director” and the rules and regulations of the SEC.16

17Director Compensation

~~Audit~~The following ~~Committee~~table sets forth information concerning the compensation of the board of directors who are not Named Executive Officers for the fiscal year ended October 31, 2015.

~~The~~Name ~~audit~~Fees ~~committee~~Earned ~~for~~or ~~fiscal~~Paid ~~2014~~in ~~consisted of~~Cash ~~Lawrence~~($) M.Stock ~~Levy~~Awards ~~and~~($) ~~Anthony~~Option ~~Giordano,~~Awards ~~III,~~($) ~~who~~Non-Equity isIncentive ~~the~~Plan ~~chairman~~Compen- ofsation ~~the~~($) ~~audit~~Change ~~committee. Each of Mr. Giordano and Mr. Levy qualify as an independent director~~ in ~~accordance~~Pension ~~with~~Value ~~the rules of NASDAQ~~ and ~~the~~Non-Qualified ~~rules~~Deferred ~~and~~Compen- ~~regulations~~sation ofEarnings ~~the~~($) ~~SEC.~~All InOther ~~addition,~~Compen- ~~the~~sation ~~board has~~($) ~~determined~~Total ~~that~~($) ~~Mr.~~Lawrence ~~Giordano qualifies as a financial expert pursuant to SEC rules~~M. ~~The~~Levy ~~audit~~$ ~~committee’s~~-- ~~primary~~$ ~~responsibility is~~-- to$ ~~assist~~-- ~~the~~$ ~~board~~-- in$ ~~fulfilling~~-- ~~its~~$ ~~oversight~~-- ~~responsibilities~~$ ~~with~~-- ~~respect~~Anthony toGiordano, ~~financial~~III ~~reports~~$ ~~and~~-- ~~other~~$ ~~financial~~-- ~~information. The~~$ ~~audit~~-- ~~committee’s~~$ ~~other~~-- ~~responsibilities~~$ ~~are~~-- ~~set~~$ ~~forth~~-- in$ ~~the amended and restated charter of the audit committee which was adopted on May 14, 2004 and is available for viewing on Scivanta’s website at www.scivanta.com.~~--

~~Executive~~Item ~~Sessions~~12. Security Ownership of ~~Nonemployee~~Certain ~~Directors~~Beneficial Owners and Management and Related Stockholder Matters

~~The board and its committees hold executive~~Security ~~sessions~~Ownership of ~~its~~Certain ~~nonemployee~~Beneficial ~~directors~~Owners ~~generally~~and ~~at each meeting. The chairman of the audit committee serves as the chairperson for these executive sessions.~~Management

~~Section~~The following 16table ~~Compliance~~sets forth information as of January 15, 2016, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of Scivanta’s common stock, which is the only class of Scivanta capital stock with shares issued and outstanding, by (1) each director and nominee for director of Scivanta, (2) each of the Named Executive Officers, (3) each person or group of persons known by Scivanta to be the beneficial owner of greater than 5% of Scivanta’s outstanding common stock, and (4) all directors and executive officers of Scivanta as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to the shares of Scivanta common stock shown as beneficially owned by them.

Section 16(a) of the Exchange Act requires Scivanta’s directors, executive officers and persons who own more than 10% of Scivanta’s common stock to file Forms 3, 4 and 5 with the SEC. Executive officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish Scivanta with copies of all Forms 3, 4 and 5 reports they file.

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percent of Class
David R. LaVance (2)(3)(4)		1,104,749		17.14	%
Thomas S. Gifford (3)(5)(6)		1,166,936		18.11	%
Anthony Giordano, III (3)		17,647		*
Thomas J. DeSouza (3)(7)		461,538		6.77	%
Turn Two Investments LLC (8)(9)		461,538		6.77	%
Zanett Opportunity Fund, Ltd. (10)(11)		1,021,043		14.71	%
Zachary E. McAdoo (12)(13)		1,475,588		21.25	%
CMD Investment Group, LLC (14)		721,705		11.35	%
RL & KC, LLC (15)(16)		923,077		12.68	%
James C. Czir Trust (17)(18)		461,538		6.77	%
Chris Hynes (19)(20)		692,308		9.82	%
All directors and executive officers as a group (4)(6)(9)		2,750,870		39.35	%

Scivanta believes that all filings required to be made by its directors, executive officers and persons who own more than 10% of Scivanta’s common stock pursuant to Section 16(a) of the Exchange Act have been filed within the time periods prescribed, except for the Form 3 required to be filed by RL & KC, LLC as a 10% beneficial owner.17

~~Chief~~* Represents ~~Executive~~less ~~and~~than ~~Senior~~1% ~~Financial~~of ~~Officer Code~~the issued and outstanding shares of ~~Ethics~~Scivanta’s common stock.

~~The~~(1) ~~chief~~In ~~executive and~~accordance ~~senior~~with ~~financial~~Rule ~~officers~~13d-3 of ~~Scivanta~~the ~~are~~Exchange ~~subject~~Act, a person is deemed to ~~high~~be ~~standards~~the ofbeneficial ~~honest~~owner, ~~and~~for ~~ethical~~purposes ~~conduct~~of ~~when~~this ~~conducting~~table, ~~the~~of ~~affairs~~ any shares of Scivanta.’s ~~All~~common ~~such~~stock ~~individuals~~if ~~must~~he, ~~act~~she ~~ethically~~or atit ~~all~~has ~~times~~voting inor ~~accordance~~investment power with ~~the~~respect ~~policies~~to ~~contained~~such inshares. ~~Scivanta's~~This ~~Chief Executive~~includes shares (a) subject to options and ~~Senior~~warrants ~~Financial~~exercisable ~~Officer~~within ~~Code~~sixty days of ~~Ethics.~~January ~~The~~15, ~~Chief~~2016, ~~Executive~~ and ~~Senior~~(b) ~~Financial~~(1) ~~Officer~~owned ~~Code~~by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of ~~Ethics~~the isnamed ~~available on~~individuals, ~~Scivanta’s~~over ~~website~~which atshares ~~www~~the person named in the table may possess voting and/or investment power.~~scivanta.com.~~

18(2) Such person serves as Scivanta’s President and Chief Executive Officer.

~~Item~~(3) ~~11.~~Such ~~Executive~~person ~~Compensation~~serves as a director of Scivanta and maintains a mailing address of 215 Morris Avenue, Spring Lake, New Jersey 07762.

~~The~~(4) ~~following~~Includes ~~table sets forth information concerning the annual and long-term compensation for services in all capacities to Scivanta for the fiscal years ended October 31~~85,000 ~~2014~~shares ~~and 2013~~ of ~~any~~common ~~person~~stock ~~who~~currently ~~served~~available asfor ~~Scivanta’s~~purchase ~~President~~under ~~and Chief Executive Officer during~~ the ~~fiscal~~options ~~year~~granted ~~ended October~~to ~~31, 2014 and each other executive officer of Scivanta~~Mr. ~~For~~LaVance ~~purposes~~on ofFebruary ~~this~~5, ~~annual~~2007, ~~report~~January ~~on Form 10-K~~1, ~~Mr.~~2008 ~~LaVance~~ and ~~Mr.~~ ~~Gifford~~January ~~are~~21, ~~each considered a “Named Executive Officer~~2009.”

~~SUMMARY~~(5) ~~COMPENSATION~~Such ~~TABLE~~person serves as Scivanta’s Executive Vice President, Chief Financial Officer and Secretary.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
David R. LaVance, President and Chief Executive	2014	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--
Officer	2013	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--
Thomas S. Gifford, Executive Vice President, Chief Financial Officer	2014	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--
and Secretary	2013	$	--	$	--	$	--	$	--	$	--	$	--	$	--	$	--

(6)

Includes 85,000 shares of common stock currently available for purchase under the options granted to Mr. Gifford on February 5, 2007, January 1, 2008 and January 21, 2009. Also includes 31,094 shares of common stock held by the LaVance Trust for Children. Mr. Gifford is the trustee for the LaVance Trust for Children, a trust established for the benefit of Mr. LaVance’s adult children. Mr. Gifford disclaims beneficial ownership of the 31,094 shares of common stock held in trust.

~~Employment~~(7) ~~Agreements~~Includes 384,615 shares of common stock available upon the conversion, at the current conversion price $0.13 per share, of a 10% convertible debenture issued to Turn Two Investments, LLC (“Turn Two”) on February 12, 2015 and 76,923 shares of common stock available for purchase under a warrant issued to Turn Two on February 12, 2015. Mr. DeSouza is a Managing Member of Turn Two. Mr. DeSouza disclaims beneficial ownership of the shares available to Turn Two upon conversion of the convertible debenture and the shares available to Turn Two upon the exercise of the warrant.

On January 1, 2008, Scivanta entered into an executive employment agreement with each of David R. LaVance, Scivanta’s President and Chief Executive Officer, and Thomas S. Gifford, Scivanta’s Executive Vice President, Chief Financial Officer and Secretary (~~collectively, the “Employment Agreements”~~8). ~~The~~Turn ~~term~~Two ofmaintains ~~each~~a ofmailing ~~the~~address ~~Employment~~at ~~Agreements~~610 ~~commenced~~SW onAlder ~~January 1~~Street, ~~2008~~Suite ~~and renew annually~~315, ~~unless terminated as provided in the Employment Agreements. Pursuant to the original terms of the Employment Agreements~~Portland, ~~both~~OR ~~Messrs~~97205. LaVance and Gifford were to be paid an annual base salary of $275,000. In addition, both Messrs. LaVance and Gifford shall participate in Scivanta’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 Scivanta’s board of directors.

~~Effective~~(9) ~~February~~Includes 1384,615 ~~2010,~~shares ~~each~~ of ~~Messrs. LaVance~~common ~~and~~stock ~~Gifford~~available ~~agreed~~upon ~~to reduce~~ the ~~annual~~conversion, ~~base~~at ~~salary~~the ~~due~~current toconversion ~~each~~price ~~of them to~~ $~~200,000~~0.13 ~~Effective~~per ~~November 1~~share, ~~2011, each~~ of ~~Messrs.~~ ~~LaVance~~a ~~and~~10% ~~Gifford~~convertible ~~agreed~~debenture toissued ~~reduce the annual base salary due~~ to ~~them~~Turn toTwo $0on ~~until~~February ~~Scivanta~~12, ~~has~~2015 ~~raised~~and ~~sufficient capital that would provide Scivanta the ability to pay either the original base salary of $275~~76,~~000~~923 orshares ~~the reduced base salary~~ of ~~$200,000 or~~common ~~some~~stock ~~other~~available ~~amount~~for aspurchase ~~mutually~~under ~~agreed~~a ~~upon~~warrant byissued ~~each~~to ofTurn ~~Mr.~~Two ~~LaVance~~on ~~and/or~~February ~~Mr.~~12, ~~Gifford and Scivanta’s board of directors~~2015.

19(10) Zanett Opportunity Fund, Ltd. (“Zanett”) maintains a mailing address at Appleby Spurling, Canon’s Court, 22 Victoria Street, P.O. Box HM 1179 Hamilton, HM EX, Bermuda.

In(11) ~~the~~Includes ~~event~~333,333 ~~that~~shares ~~Mr.~~of ~~LaVance~~common orstock ~~Mr.~~available ~~Gifford is~~upon ~~terminated~~the ~~without~~conversion, ~~Good~~at ~~Cause (as defined in~~ the ~~Employment~~current ~~Agreements~~conversion ~~and~~price ~~used herein), or Mr~~$0.30 ~~LaVance~~per orshare, ~~Mr.~~of ~~Gifford~~an ~~terminates his~~8% ~~employment~~convertible ~~for~~debenture ~~Good~~issued ~~Reason~~to ~~(as~~Zanett ~~defined~~on inMay ~~the~~20, ~~Employment~~2011 ~~Agreements~~ and ~~used herein)~~250,000 ~~Mr.~~shares ~~LaVance~~of orcommon ~~Mr.~~stock ~~Gifford,~~available asupon the ~~case may be~~conversion, ~~will~~at bethe ~~entitled~~current toconversion ~~receive~~price a$0.40 ~~severance~~per ~~payment~~share, ~~equal~~of toan ~~his~~8% ~~annual~~convertible ~~base~~debenture ~~salary~~issued into ~~effect~~Zanett on ~~the~~August ~~date~~15, ~~of termination~~2012.

~~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~~12) ~~of Scivanta, the employment of~~ Mr. ~~LaVance~~ orMcAdoo ~~Mr.~~maintains Gifford is terminated by Scivanta or its successor without Good Cause, or Mr. LaVance or Mr. Gifford terminates his employment with Scivanta or its successor for Good Reason, Mr. LaVance or Mr. Gifford, as the case may be, shall be paid a ~~severance~~ ~~payment;~~mailing ~~provided~~address ~~however, that if the termination~~ of ~~employment~~135 ~~occurs~~East ~~prior~~57th toStreet, ~~the~~4th ~~Change of Control~~Floor, ~~the~~New Change of Control must have been considered by Scivanta 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 (a) $150York,~~000~~ ~~and~~New ~~(b)~~York ~~the aggregate amount of any bonuses paid to Mr~~10022. LaVance or Mr. Gifford during the twelve months prior to the earlier of (i) the effective date of the Change of Control and (ii) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with Scivanta.

~~Pursuant~~(13) toIncludes 333,333 shares of common stock available upon the ~~Employment~~conversion, ~~Agreements~~at the current conversion price $0.30 per share, ~~any severance~~of ~~payment~~an 8% convertible debenture issued to beZanett ~~paid~~on byMay ~~Scivanta~~20, 2011 and 250,000 shares of common stock available upon the conversion, at the current conversion price $0.40 per share, of an 8% convertible debenture issued to MrZanett on August 15, 2012. ~~LaVance~~Also orincludes 437,710 shares of common stock held by Zanett. Mr. ~~Gifford~~McAdoo is ~~subject~~the toPresident ~~Scivanta~~of ~~and~~McAdoo MrCapital, Inc., ~~LaVance~~the orinvestment manager to Zanett. Mr. ~~Gifford~~McAdoo ~~entering into~~disclaims ~~and~~beneficial ~~not~~ownership ~~revoking~~of athe ~~release~~437,710 shares of ~~claims~~common instock ~~favor~~held by Zanett and the shares available to Zanett upon conversion of ~~Scivanta~~the convertible debentures.

~~Each of Mr. LaVance and Mr. Gifford has agreed that~~ (a14) ~~during~~CMD ~~the~~Investment ~~term~~Group ofmaintains ~~his~~a ~~employment~~mailing ~~with~~address ~~Scivanta~~at ~~and~~12 ~~(b)~~Perrine ~~for one year after the termination of his employment with Scivanta~~Circle, he ~~will not~~Perrineville, ~~directly~~New orJersey indirectly, be employed by, provide consulting services to or have any ownership interest (as a stockholder, partner or otherwise) in any Competing Business (as defined in the Employment Agreements), except for as permitted in the Employment Agreements08535.

~~Each of Mr. LaVance and Mr. Gifford has also agreed that~~ (a15) ~~during~~RL ~~the~~& ~~term of his employment with Scivanta~~KC, ~~and~~LLC ~~(b)~~maintains ~~for~~ a ~~period~~mailing ofaddress ~~three~~at ~~years~~1012 ~~after~~Nutwood ~~the termination of his employment with Scivanta~~Avenue, ~~he will not recruit any employee of Scivanta or solicit~~Fullerton, ~~divert~~California ~~or take away the business or patronage of any of the clients, customers or accounts of Scivanta that were served by Scivanta while he was employed by Scivanta~~92831.

On(16) ~~January~~Includes 23769,231 ~~2013, Scivanta issued 588,236~~ shares of common stock ~~(294~~available upon the conversion,~~118~~ ~~shares~~at the current conversion price $0.13 per share, of ~~common~~a ~~stock~~10% convertible debenture issued to ~~each~~RL of& ~~Mr.~~KC, ~~LaVance~~LLC ~~and~~on MrDecember 12, 2013. ~~Gifford)~~Also asincludes ~~full payment~~153,846 shares of ~~the~~common ~~$200,000~~stock ofcurrently ~~accrued~~available ~~compensation~~for ~~due~~purchase under ~~the~~a ~~Employment~~warrant ~~Agreements~~issued to RL & KC, LLC on December 12, 2013.

20(17) James C. Czir Trust maintains a mailing address at 425 Janish Drive, Sandpoint, Idaho 83864.

~~Outstanding Equity Awards at Fiscal Year-End~~18

~~The~~(18) ~~following~~Includes ~~table~~384,615 ~~provides~~shares ~~information~~of ~~about all~~common ~~equity~~stock ~~compensation~~available ~~awards~~upon ~~held~~the byconversion, at the ~~Named~~current ~~Executive~~conversion ~~Officers~~price at$0.13 ~~October~~per 31share, ~~2014~~of a 10% convertible debenture issued to James C. Czir Trust on December 12, 2013. Also includes 76,923 shares of common stock currently available for purchase under a warrant issued to James C. Czir Trust on December 12, 2013.

~~OUTSTANDING~~(19) ~~EQUITY~~Chris ~~AWARDS~~Hynes ATmaintains ~~FISCAL~~a ~~YEAR-END~~mailing address at P.O. Box 1937, Edwards, Colorado 81632.

Option Awards								Stock Awards
Name	Date of Grant	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Un-exercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)		Option Exercise Price ($)	Option Expir-ation Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
David R. LaVance	2/5/07	50,000(1)	--	--	$	2.00	2/5/17	--	$	--	--	$	--
President and Chief	1/1/08	10,000(2)	--	--	$	1.40	1/1/18	--	$	--	--	$	--
Executive Officer	1/21/09	25,000(3)	--	--	$	1.40	1/21/19	--	$	--	--	$	--
Thomas S. Gifford	2/5/07	50,000(1)	--	--	$	2.00	2/5/17
Executive Vice President,	1/1/08	10,000(2)	--	--	$	1.40	1/1/18	--	$	--	--	$	--
Chief Financial Officer and Secretary	1/21/09	25,000(3)	--	--	$	1.40	1/21/19	--	$	--	--	$	--

(20)

Includes 576,923 shares of common stock available upon the conversion, at the current conversion price $0.13 per share, of a 10% convertible debenture issued to Chris Hynes on April 1, 2014. Also includes 115,385 shares of common stock currently available for purchase under a warrant issued to Chris Hynes on April 1, 2014.

~~(1)~~Stock Option ~~On February 5, 2007, Scivanta granted a non-qualified stock option to purchase 50,000 shares of its common stock pursuant to the 2002 Equity Incentive Plan to each of Messrs. LaVance and Gifford.~~Plans

Scivanta currently has two stock option plans in place: the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan (2collectively, the “Equity Incentive Plans”). OnThe ~~January~~2002 1,Equity ~~2008~~Incentive Plan was approved by the stockholders on July 5, ~~Scivanta~~2002. ~~granted~~The aggregate anumber ~~non-qualified~~of shares of common stock ~~option~~which could have been awarded under the 2002 Equity Incentive Plan was 200,000. As of October 31, 2015, options to purchase 10120,000 shares of ~~its~~Scivanta’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the 2007 Equity Incentive Plan, tono ~~each~~further ofawards ~~Messrs.~~are ~~LaVance~~permitted ~~and~~under ~~Gifford~~the 2002 Equity Incentive Plan.

~~(3)~~ On May ~~January 21~~31, ~~2009~~2007, the stockholders approved Scivanta’s ~~granted~~2007 aEquity ~~non-qualified~~Incentive Plan. The aggregate number of shares of common stock ~~option~~which tomay ~~purchase~~be 25awarded under the 2007 Equity Incentive Plan is 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, Scivanta’s board of ~~its~~directors increased the number of shares of common stock that could be awarded under the 2007 Equity Incentive Plan to ~~each~~814,408 shares of common ~~Messrs~~stock. ~~LaVance~~As of October 31, 2015, options to purchase 83,332 shares of Scivanta’s common stock were outstanding under the 2007 Equity Incentive Plan and ~~Gifford~~up to 731,076 shares of Scivanta’s common stock could be awarded under the 2007 Equity Incentive Plan.

~~Director~~Securities Authorized for Issuance under Equity Compensation Plans

The following table ~~sets~~provides ~~forth~~ information as of October 31, 2015 on the number of shares of Scivanta’s common stock to be issued ~~concerning~~upon the ~~compensation~~exercise of outstanding options under the ~~board~~Equity Incentive Plans and upon the exercise of ~~directors~~outstanding ~~who~~warrants ~~are~~issued by ~~not~~Scivanta ~~Named~~as ~~Executive~~compensation ~~Officers~~outside ~~for~~of the ~~fiscal~~Equity ~~year~~Incentive ~~ended~~Plans ~~October~~and ~~31,~~the number of shares of Scivanta’s common stock remaining ~~2014~~available for future issuance under the Equity Incentive Plans.

Name Fees Earned or Paid in Cash ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compen-sation ($) Change in Pension Value and Non-Qualified Deferred Compen-sation Earnings ($) All Other Compen-sation ($) Total ($) Lawrence M. Levy $ -- $ -- $ -- $ -- $ -- $ -- $ -- Anthony Giordano, III $ -- $ -- $ -- $ -- $ -- $ -- $ --

EQUITY COMPENSATION PLAN TABLE
Plan Category	Number of securities to be issued upon exercise of outstanding options and warrants		Weighted-average exercise price of outstanding options and warrants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plan approved by security holders (1)		203,332	$	1.70		731,076
Equity compensation arrangements not approved by security holders (2)		250,000	$	0.13		--
Total		453,332	$	0.83		731,076

2119

~~Item~~(1) ~~12.~~Scivanta ~~Security~~currently ~~Ownership~~has oftwo ~~Certain~~equity ~~Beneficial~~compensation ~~Owners~~plans, the 2002 Equity Incentive Plan and ~~Management~~the 2007 Equity Incentive Plan. Both of these plans are described herein and ~~Related~~each ~~Stockholder~~has ~~Matters~~been approved by Scivanta’s stockholders. As a result of the adoption of the 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan.

~~Security~~(2) ~~Ownership~~Represents ofwarrants ~~Certain~~to ~~Beneficial~~purchase ~~Owners~~common stock which were issued and ~~Management~~outstanding as of October 31, 2015. See discussion below for additional information.

~~The following table sets forth information~~Equity asCompensation ofArrangements ~~February~~Not ~~12,~~Approved 2015, with respect to the beneficial ownership (as defined in Rule 13d-3 of the Exchange Act) of Scivanta’s common stock, which is the only class of Scivanta capital stock with shares issued and outstanding, by ~~(1) each director and nominee for director of Scivanta, (2) each of~~ the ~~Named~~Security Executive Officers, (3) each person or group of persons known by Scivanta to be the beneficial owner of greater than 5% of Scivanta’s outstanding common stock, and (4) all directors and executive officers of Scivanta as a group. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as indicated by footnote, the persons named in the table below have sole voting power and investment power with respect to the shares of Scivanta common stock shown as beneficially owned by them.Holders

Name of Beneficial Owner	Number of Shares Beneficially Owned (1)		Percent of Class
David R. LaVance (2)(3)(4)		1,104,749		17.14	%
Thomas S. Gifford (3)(5)(6)		1,166,936		18.11	%
Lawrence M. Levy (3)		17,647		*
Anthony Giordano, III (3)		17,647		*
Zanett Opportunity Fund, Ltd. (7)(8)		1,021,043		14.71	%
Zachary E. McAdoo (9)(10)		1,475,588		21.25	%
CMD Investment Group, LLC (11)		721,705		11.35	%
RL & KC, LLC (12)(13)		923,077		12.68	%
James C. Czir Trust (14)(15)		461,538		6.77	%
Chris Hynes (16)(17)		692,308		9.82	%
All directors and executive officers as a group (4)(6)		2,306,979		35.33	%

See Note 7 “Stockholders’ Deficiency: Warrants to Purchase Common Stock” of our audited financial statements which begin on page F-1 of this annual report on Form 10-K for the year ended October 31, 2015.

*Item ~~Represents~~13. ~~less~~Certain ~~than~~Relationships 1%and ofRelated ~~the issued~~Transactions and ~~outstanding~~Director ~~shares of Scivanta’s common stock.~~Independence

~~(1)~~Certain Relationships In accordance with Rule 13d-3 of the Exchange Act, a person is deemed to be the beneficial owner, for purposes of this table, of any shares of Scivanta’s common stock if he, she or it has voting or investment power with respect to such shares. This includes shares (a) subject to options and ~~warrants~~Related exercisable within sixty days of February 12, 2015, and (b) (1) owned by a spouse, (2) owned by other immediate family members, or (3) held in trust or held in retirement accounts or funds for the benefit of the named individuals, over which shares the person named in the table may possess voting and/or investment power.Transactions

~~(2)~~David R. ~~Such~~LaVance, ~~person serves as~~ Scivanta’s Chairman, President and Chief Executive Officer, and Thomas S. Gifford, Scivanta’s Executive Vice President, Chief Financial Officer and Secretary, are principals of Century Capital, a consulting firm. Effective February 1, 2007, Scivanta and Century Capital entered into a Sublease Agreement pursuant to which Scivanta rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, Scivanta 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. Scivanta is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes.

~~(3)~~During the ~~Such~~fiscal ~~person~~year ~~serves~~ended asOctober a31, ~~director~~2015, Scivanta was billed $72,355 pursuant to the terms of the Sublease Agreement. As of October 31, 2015, Scivanta ~~and~~owed ~~maintains~~Century aCapital ~~mailing~~$105,000 ~~address~~for ofrent, ~~215~~$28,664 ~~Morris~~for ~~Avenue~~expenses due under the Sublease Agreement and $235,815 for ~~Spring~~other ~~Lake~~expenses, ~~New~~which ~~Jersey~~amounts ~~07762~~are included in accounts payable – related party.

~~(4) Includes 85,000 shares of common stock currently available for purchase under the options granted to Mr. LaVance on February 5, 2007, January 1, 2008 and January 21, 2009.~~Director Independence

~~(5)~~Anthony Giordano, ~~Such~~III ~~person~~and ~~serves~~Thomas J. DeSouza each qualify as ~~Scivanta~~independent directors and Lawrence M. Levy qualified during his term as an independent director in accordance with NASDAQ’s ~~Executive~~definition ~~Vice~~of ~~President,~~“independent ~~Chief~~director” ~~Financial~~and ~~Officer~~the rules and ~~Secretary~~regulations of the SEC. Messrs. Giordano and DeSouza also serve on the audit committee and qualify as independent directors for the audit committee in accordance with NASDAQ’s definition of “independent director” and the rules and regulations of the SEC.

~~(6)~~Item ~~Includes 85,000 shares of common stock currently available for purchase under the options granted to Mr~~14. ~~Gifford~~Principal onAccountant ~~February~~Fees ~~5, 2007, January 1, 2008~~ and January 21, 2009. Also includes 31,094 shares of common stock held by the LaVance Trust for Children. Mr. Gifford is the trustee for the LaVance Trust for Children, a trust established for the benefit of Mr. LaVance’s adult children. Mr. Gifford disclaims beneficial ownership of the 31,094 shares of common stock held in trust.Services

22Audit Fees. Scivanta was billed $29,000 by WeiserMazars LLP for audit fees relating to Scivanta’s fiscal year ended October 31, 2015 and was billed $29,000 for audit fees relating to Scivanta’s fiscal year ended October 31, 2014. Audit fees incurred in each of the fiscal years ended October 31, 2015 and 2014 consisted of fees for the audit of Scivanta’s annual financial statements and review of quarterly financial statements.

~~(7) Zanett Opportunity Fund, Ltd. (“Zanett”) maintains a mailing address at Appleby Spurling, Canon’s Court, 22 Victoria Street, P.O. Box HM 1179 Hamilton, HM EX, Bermuda.~~20

~~(8)~~Audit Related ~~Includes~~Fees. ~~333,333~~Scivanta ~~shares~~did ofnot ~~common~~incur ~~stock~~any ~~available~~fees ~~upon~~associated ~~the~~with ~~conversion,~~audit atrelated ~~the~~services ~~current~~with ~~conversion~~WeiserMazars ~~price~~LLP, ~~$0.30~~or ~~per~~any ~~share~~other accounting firm, ofrelating anto 8%fiscal ~~convertible~~years ~~debenture~~ended ~~issued~~October to31, ~~Zanett~~2015 onand ~~May~~2014. ~~20,~~Audit-related ~~2011~~fees are fees for assurance and ~~250~~related services,~~000~~ including ~~shares~~primarily ofemployee ~~common~~benefit ~~stock~~plan ~~available~~audits, ~~upon~~due ~~the~~diligence ~~conversion~~related to acquisitions, ataccounting ~~the~~consultations ~~current~~in ~~conversion~~connection with ~~price~~acquisitions, ~~$0.40~~consultation ~~per~~concerning ~~share,~~financial ofaccounting anand 8%reporting ~~convertible~~standards ~~debenture~~and ~~issued~~consultation concerning matters related to ~~Zanett~~Section on404 ~~August~~of ~~15,~~the ~~2012~~Sarbanes Oxley Act of 2002.

~~(9) Mr~~Tax Fees. ~~McAdoo~~Scivanta ~~maintains~~did anot ~~mailing~~incur ~~address~~any offees ~~135~~associated ~~East~~with ~~57th~~tax ~~Street,~~services ~~4th~~relating ~~Floor,~~to ~~New~~the ~~York,~~fiscal ~~New~~years ~~York~~ended ~~10022~~October 31, 2015 and 2014.

~~(10)~~All Other ~~Includes 333,333 shares of common stock available upon the conversion, at the current conversion price $0~~Fees.30 ~~per~~Scivanta ~~share,~~did ofnot anincur 8%any ~~convertible~~fees ~~debenture~~associated ~~issued~~with tonon-audit ~~Zanett~~services onwith ~~May~~WeiserMazars 20LLP, ~~2011~~or ~~and~~any ~~250,000~~other ~~shares of common stock available upon the conversion~~accounting firm, atrelating ~~the current conversion price $0.40 per share, of an 8% convertible debenture issued~~ to ~~Zanett~~fiscal onyears ~~August~~ended ~~15,~~October ~~2012. Also includes 437~~31,~~710~~ ~~shares~~2015 of common stock held by Zanett. Mr. McAdoo is the President of McAdoo Capital, Inc., the investment manager to Zanett. Mr. McAdoo disclaims beneficial ownership of the 437,710 shares of common stock held by Zanett and ~~the shares available to Zanett upon conversion of the convertible debentures~~2014.

~~(11)~~Pre-Approval Policies ~~CMD~~and ~~Investment~~Procedures. ~~Group~~The ~~maintains~~audit acommittee ~~mailing~~is ~~address~~responsible atfor 12appointing, ~~Perrine~~setting ~~Circle~~compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, ~~Perrineville~~the audit committee approves, ~~New~~in ~~Jersey~~advance, ~~08535~~all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to Scivanta that are prohibited by law or regulation.

~~(12) RL & KC, LLC maintains a mailing address at 1012 Nutwood Avenue, Fullerton, California 92831.~~PART IV

~~(13)~~Item ~~Includes 769,231 shares of common stock available upon the conversion, at the current conversion price $0~~15.13 ~~per~~Exhibits ~~share,~~and ofFinancial aStatement 10% convertible debenture issued to RL & KC, LLC on December 12, 2013. Also includes 153,846 shares of common stock currently available for purchase under a warrant issued to RL & KC, LLC on December 12, 2013.Schedules

(14a) ~~James C. Czir Trust maintains a mailing address at 425 Janish Drive, Sandpoint, Idaho 83864.~~Exhibits

~~(15)~~Reference is ~~Includes~~made ~~384,615~~to ~~shares of common stock available upon~~ the ~~conversion,~~Index ~~at the current conversion price $0.13 per share,~~ of aExhibits ~~10%~~beginning ~~convertible debenture issued to James C. Czir Trust~~ on ~~December~~page ~~12,~~E-1 ~~2013. Also includes 76,923 shares~~ of ~~common~~this ~~stock currently available for purchase under a warrant issued to James C~~report. ~~Czir Trust on December 12, 2013.~~

(16b) ~~Chris~~Financial ~~Hynes~~Statement ~~maintains a mailing address at P.O. Box 1937, Edwards, Colorado 81632.~~Schedules

~~(17)~~Reference is ~~Includes~~made ~~576,923~~to ~~shares of common stock available upon~~ the ~~conversion,~~Index ~~at the current conversion price $0.13 per share,~~ of aFinancial ~~10%~~Statements ~~convertible debenture issued to Chris Hynes~~ on ~~April~~page F-1, ~~2014~~of this report. No ~~Also~~schedules ~~includes~~are ~~115,385~~included ~~shares~~with ofthe ~~common~~financial statements ~~stock~~because ~~currently~~the ~~available~~required ~~for~~information ~~purchase~~is ~~under~~inapplicable aor ~~warrant~~is ~~issued~~presented toin ~~Chris~~the ~~Hynes~~financial onstatements ~~April~~or 1,notes ~~2014~~thereto.

~~Stock Option Plans~~21

Scivanta 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 October 31, 2014, options to purchase 123,500 shares of Scivanta’s common stock were outstanding under the 2002 Equity Incentive Plan. As a result of the adoption of the 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan.SIGNATURES

~~On May 31, 2007, the stockholders approved~~In ~~Scivanta’s~~accordance ~~2007~~with ~~Equity~~Section ~~Incentive~~13 ~~Plan.~~or ~~The~~15(d) ~~aggregate number~~ of ~~shares of common stock which may be awarded under~~ the ~~2007 Equity~~Exchange ~~Incentive Plan is 300~~Act,~~000,~~ ~~subject to adjustment as provided in~~ the ~~2007~~Registrant ~~Equity~~has ~~Incentive~~caused ~~Plan.~~this ~~Effective~~report ~~December~~to ~~27,~~be ~~2013, as~~signed ~~permitted~~on ~~under~~its ~~the~~behalf ~~2007~~by ~~Equity Incentive Plan, Scivanta’s board of directors increased~~ the ~~number of shares of common~~ ~~stock that could be awarded under the 2007 Equity Incentive Plan to 814~~undersigned,~~408~~ ~~shares~~thereunto ofduly ~~common stock~~authorized. As of October 31, 2014, options to purchase 83,332 shares of Scivanta’s common stock were outstanding under the 2007 Equity Incentive Plan and up to 731,076 shares of Scivanta’s common stock could be awarded under the 2007 Equity Incentive Plan.

DATE:	SCIVANTA MEDICAL CORPORATION

January 27, 2016	By:	/s/ David R. LaVance
		David R. LaVance
		Chairman of the Board of Directors, President and Chief Executive Officer

~~Securities~~In accordance ~~Authorized~~with ~~for~~the ~~Issuance~~Exchange ~~under~~Act, ~~Equity~~this ~~Compensation~~report has been signed below by the following persons on behalf of the Registrant and in ~~Plans~~the capacities and on the dates indicated.

The following table provides information as of October 31, 2014 on the number of shares of Scivanta’s common stock to be issued upon the exercise of outstanding options under the Equity Incentive Plans and upon the exercise of outstanding warrants issued by Scivanta as compensation outside of the Equity Incentive Plans and the number of shares of Scivanta’s common stock remaining available for future issuance under the Equity Incentive Plans.

Signatures	Title	Date

/s/ David R. LaVance	Chairman of the Board of Directors, President and	January 27, 2016
David R. LaVance	Chief Executive Officer

/s/ Thomas S. Gifford	Executive Vice President, Chief Financial Officer,	January 27, 2016
Thomas S. Gifford	Secretary and Director

/s/ Anthony Giordano, III	Director	January 27, 2016
Anthony Giordano, III

/s/ Thomas J. DeSouza	Director	January 27, 2016
Thomas J. DeSouza

~~EQUITY COMPENSATION PLAN TABLE~~22

Plan Category	Number of securities to be issued upon exercise of outstanding options and warrants		Weighted-average exercise price of outstanding options and warrants		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plan approved by security holders (1)		206,832	$	1.67		731,076
Equity compensation arrangements not approved by security holders (2)		250,000	$	0.13		--
Total		456,832	$	0.83		731,076

Scivanta Medical Corporation

(1) Scivanta currently has two equity compensation plans, the 2002 Equity Incentive Plan and the 2007 Equity Incentive Plan. Both of these plans are described herein and each has been approved by Scivanta’s stockholders. As a result of the adoption of the 2007 Equity Incentive Plan, no further awards are permitted under the 2002 Equity Incentive Plan. Financial Statements

~~(2) Represents warrants to purchase common stock which were issued and outstanding as of October 31, 2014. See discussion below for additional information.~~Contents

Equity Compensation Arrangements Not Approved by the Security Holders

Report of Independent Registered Public Accounting Firm		F-2

Balance Sheets as of October 31, 2015 and 2014		F-3
Statements of Operations for the Years Ended October 31, 2015 and 2014		F-4
Statements of Stockholders’ Deficiency for the Years Ended October 31, 2015 and 2014		F-5
Statements of Cash Flows for the Years Ended October 31, 2015 and 2014		F-6
Notes to the Financial Statements		F-7

On January 8, 2014, Scivanta issued a warrant to purchase 250,000 shares of the Company’s common stock in connection with a consulting agreement with a third party for corporate finance consulting services. The warrant has a five year term, is exercisable at $0.13 per share and vested upon issuance. As of October 31, 2014, all 250,000 shares underlying the warrant were available for purchase.F-1

~~Item~~REPORT OF ~~13.~~INDEPENDENT ~~Certain~~REGISTERED ~~Relationships~~PUBLIC ~~and~~ACCOUNTING ~~Related Transactions and Director Independence~~FIRM

~~Certain~~To the ~~Relationships~~Board ~~and~~of ~~Related~~Directors ~~Transactions~~and

~~David R. LaVance, Scivanta’s Chairman,~~Stockholders ~~President and Chief Executive Officer, and Thomas S. Gifford, Scivanta’s Executive Vice President, Chief Financial Officer and Secretary, are principals~~ of ~~Century Capital, a consulting firm. Effective February 1, 2007,~~ Scivanta ~~and~~Medical Century Capital entered into a Sublease Agreement pursuant to which Scivanta rents office space approximating 2,000 square feet inside Century Capital’s existing offices. In addition, Scivanta 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. Scivanta is responsible for all operating costs associated with the office space, including utilities, maintenance and property taxes.Corporation

24We have audited the accompanying balance sheets of Scivanta Medical Corporation (the “Company”) as of October 31, 2015 and 2014, and the related statements of operations, stockholders’ deficiency, and cash flows for each of the two years in the period ended October 31, 2015. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~During~~We conducted our audits in accordance with the ~~fiscal~~standards ~~year~~of ~~ended~~the ~~October~~Public ~~31,~~Company ~~2014, Scivanta~~Accounting ~~was~~Oversight ~~billed~~Board ~~$68,488~~(United ~~pursuant~~States). toThose standards ~~the~~require ~~terms~~that ofwe plan and perform the ~~Sublease~~audits ~~Agreement.~~to Asobtain ofreasonable ~~October~~assurance ~~31,~~about ~~2014,~~whether ~~Scivanta~~the ~~owed~~financial ~~Century~~statements ~~Capital~~are ~~$45,000~~free ~~for~~of ~~rent,~~material ~~$17~~misstatement. An audit includes examining,~~422~~ ~~for~~on ~~expenses~~a ~~due~~test ~~under~~basis, ~~the~~evidence ~~Sublease~~supporting ~~Agreement~~the amounts and ~~$149,475~~disclosures ~~for~~in the ~~other~~financial ~~expenses,~~statements. ~~which~~An ~~amounts~~audit ~~are~~also ~~included in~~includes ~~accounts~~assessing ~~payable~~the –accounting ~~related~~principles ~~party.~~used ~~Subsequent~~and tosignificant ~~October~~estimates ~~31,~~made ~~2014,~~by $6management,~~585~~ as ofwell as evaluating the ~~amount~~overall ~~due~~financial tostatement ~~Century~~presentation. ~~Capital~~We ~~was~~believe ~~paid~~that our audits provide a reasonable basis for our opinion.

~~Director~~In our ~~Independence~~opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Scivanta Medical Corporation as of October 31, 2015 and 2014, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2015 in conformity with U.S. generally accepted accounting principles.

~~Lawrence~~The accompanying M.financial ~~Levy~~statements ~~and~~have ~~Anthony~~been ~~Giordano,~~prepared ~~III each~~assuming ~~qualify~~that the Company will continue as ~~independent~~a ~~directors~~going inconcern. ~~accordance~~As ~~with~~discussed in ~~NASDAQ’s~~Note ~~definition~~2 ofto ~~“independent~~the ~~director”~~financial ~~and~~statements, the Company has incurred significant recurring operating losses, negative cash flows from ~~rules~~operations and ~~regulations~~has ofa ~~the~~working ~~SEC.~~capital ~~Messrs~~deficiency. ~~Levy~~The ~~and~~Company ~~Giordano~~ also ~~serve~~has onno ~~the~~lending ~~audit~~relationships ~~committee~~with ~~and~~commercial ~~qualify~~banks asand ~~independent~~is ~~directors~~dependent ~~for~~on the ~~audit~~completion ~~committee~~of a financing in ~~accordance~~order ~~with~~to ~~NASDAQ~~continue operations. These factors raise substantial doubt about the Company’s ability ~~definition~~to ofcontinue ~~“independent~~as ~~director”~~a ~~and~~going ~~the~~concern. ~~rules~~Management’s ~~and~~plans ~~regulations~~in regard to these matters are also described in Note 2. The offinancial statements do not include any adjustments that might result from the ~~SEC~~outcome of this uncertainty.

~~Item~~/s/ WeiserMazars ~~14. Principal Accountant Fees and Services~~LLP

~~Audit Fees. Scivanta was billed $29~~Edison,~~000 by WeiserMazars LLP for audit~~ ~~fees~~New relating to Scivanta’s fiscal year ended October 31, 2014 and was billed $22,000 for audit fees relating to Scivanta’s fiscal year ended October 31, 2013. Audit fees incurred in each of the fiscal years ended October 31, 2014 and 2013 consisted of fees for the audit of Scivanta’s annual financial statements and review of quarterly financial statements. Jersey

~~Audit Related Fees. Scivanta did not~~January ~~incur any fees associated with audit related services with WeiserMazars LLP~~27, or any other accounting firm, relating to fiscal years ended October 31, 2014 and 2013. Audit-related fees are fees for assurance and related services, including primarily employee benefit plan audits, due diligence related to acquisitions, accounting consultations in connection with acquisitions, consultation concerning financial accounting and reporting standards and consultation concerning matters related to Section 404 of the Sarbanes Oxley Act of 2002.2016

~~Tax Fees. Scivanta did not incur any fees associated with tax services relating to the fiscal years ended October 31, 2014 and 2013.~~F-2

~~All Other Fees.~~ Scivanta ~~did not incur~~ ~~any~~Medical ~~fees associated with non-audit services with WeiserMazars LLP, or any other accounting firm, relating to fiscal years ended October 31, 2014 and 2013.~~Corporation

~~Pre-Approval Policies and Procedures.~~ Balance The audit committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the audit committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to Scivanta that are prohibited by law or regulation.Sheets

	October 31, 2015			October 31, 2014
Assets
Current assets:
Cash	$	21,658		$	26,114
Prepaid expenses		6,969			6,673

Total current assets	$	28,627		$	32,787

Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	102,086		$	101,055
Accounts payable - related party		369,479			211,898
Accrued expenses		119,046			62,144
Convertible debentures		694,791			617,262

Total current liabilities		1,285,402			992,359

Notes payable		105,000			105,000

Total liabilities		1,390,402			1,097,359

Commitments and contingencies

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; 6,359,055 issued and outstanding		6,359			6,359
Additional paid-in capital		23,080,594			23,070,589
Accumulated deficit		(24,448,728	)		(24,141,520	)

Total stockholders' deficiency		(1,361,775	)		(1,064,572	)

Total liabilities and stockholders' deficiency	$	28,627		$	32,787

~~PART~~The IVaccompanying notes are an integral part of these financial statements.

~~Item 15. Exhibits and Financial Statement Schedules~~F-3

~~(a)~~Scivanta ~~Exhibits~~Medical Corporation

~~Reference is made to the Index of Exhibits~~ Statements ~~beginning on page E-1~~ of ~~this report.~~Operations

(b) Financial Statement Schedules

	Years Ended October 31,
	2015			2014

Revenue	$	--		$	--

Operating expenses:
General and administrative		236,273			426,168
Gain on settlement of accounts payable		--			(80,656	)
Loss from operations		(236,273	)		(345,512	)

Interest expense		(70,935	)		(78,869	)

Net loss	$	(307,208	)	$	(424,381	)

Net loss per common share, basic and diluted	$	(0.05	)	$	(0.07	)

Weighted average number of common shares outstanding, basic and diluted		6,359,055			6,148,090

~~Reference is made to the Index of Financial~~The ~~Statements~~accompanying onnotes ~~page F-1 of this report. No schedules~~ are ~~included~~an ~~with~~integral ~~the~~part ~~financial~~of ~~statements~~these ~~because the required information is inapplicable or is presented in the~~ financial statements ~~or notes thereto~~.

26F-4

~~SIGNATURES~~Scivanta Medical Corporation

~~In accordance with Section 13 or 15(d)~~ Statements of ~~the Exchange~~Stockholders’ ~~Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Deficiency

DATE:	SCIVANTA MEDICAL CORPORATION
February 13, 2015	By:	/s/ David R. LaVance
		David R. LaVance
		Chairman of the Board of Directors,
		President and Chief Executive Officer

For the Years Ended October 31, 2015 and 2014

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

	Common Stock				Additional						Total
	Number		$0.001		Paid-in			Accumulated			Stockholders'
	of Shares		Par Value		Capital			Deficit			Deficiency
Balance at October 31, 2013		5,429,384	$	5,429	$	22,880,390		$	(23,717,139	)	$	(831,320	)
Shares issued as payment of accounts payable		230,769		231		29,769						30,000
Shares issued as payment of accounts payable – related party		461,538		462		59,538						60,000
Shares issued as payment of interest due on February 1, 2007 convertible debentures		123,078		123		15,877						16,000
Shares issued as payment of interest due on May 20, 2011 convertible debenture		57,143		57		7,943						8,000
Shares issued as payment of interest due on August 15, 2012 convertible debenture		57,143		57		7,943						8,000
Discount on convertible debentures issued on December 12, 2013 and April 1, 2014						36,796						36,796
Stock based compensation						32,333						32,333
Net loss									(424,381	)		(424,381	)
Balance at October 31, 2014		6,359,055		6,359		23,070,589			(24,141,520	)		(1,064,572	)
Discount on convertible debentures issued on February 12, 2015 and September 14, 2015						10,005						10,005
Net loss						(307,208	)		(307,208	)
Balance at October 31, 2015		6,359,055	$	6,359	$	23,080,594		$	(24,448,728	)	$	(1,361,775	)

Signatures	Title	Date
/s/ David R. LaVance	Chairman of the Board of	February 13, 2015
David R. LaVance	Directors, President and
	Chief Executive Officer
/s/ Thomas S. Gifford	Executive Vice President,	February 13, 2015
Thomas S. Gifford	Chief Financial Officer,
	Secretary and Director
/s/ Lawrence M. Levy	Director	February 13, 2015
Lawrence M. Levy
/s/ Anthony Giordano, III	Director	February 13, 2015
Anthony Giordano, III

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

27F-5

Scivanta Medical Corporation

~~Financial~~ Statements of Cash Flows

Contents

	Years Ended October 31,
	2015			2014
Cash flows from operating activities:
Net loss	$	(307,208	)	$	(424,381	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation expense		--			32,333
Gain on settlement of accounts payable		--			(80,656	)
Accretion of interest on convertible debentures		12,534			29,058
Changes in operating assets and liabilities:
Prepaid expenses		(296	)		5,345
Accounts payable		1,031			(3,873	)
Accounts payable - related party		157,581			175,239
Accrued expenses		56,902			52,756
Net cash used in operating activities		(79,456	)		(214,179	)

Cash flows from financing activities:
Repayment of notes payable		--			(4,615	)
Proceeds from issuance of convertible debentures		75,000			225,000
Net cash provided by financing activities		75,000			220,385
(Decrease) increase in cash		(4,456	)		6,206
Cash – beginning of year		26,114			19,908
Cash – end of year	$	21,658		$	26,114

Supplemental disclosure of cash flow information:
Cash paid for interest	$	--		$	54
Cash paid for income taxes	$	500		$	500
Noncash financing activities:
Issuance of 461,538 shares of common stock as payment of accounts payable – related party	$	--		$	60,000
Issuance of 230,769 shares of common stock as payment of accounts payable	$	--		$	30,000
Issuance of 237,364 shares of common stock as payment of interest due on convertible debentures	$	--		$	32,000
Discount recorded in connection with issuance of convertible debentures	$	10,005		$	36,796

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of October 31, 2014 and 2013	F-3
Statements of Operations for the Years Ended October 31, 2014 and 2013	F-4
Statements of Stockholders’ Deficiency for the Years Ended October 31, 2014 and 2013	F-5
Statements of Cash Flows for the Years Ended October 31, 2014 and 2013	F-6
Notes to the Financial Statements	F-7

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

F-16

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING~~Scivanta ~~FIRM~~Medical Corporation

ToNotes to the ~~Board~~Financial ~~of Directors and~~Statements

~~Stockholders~~1. ofOrganization ~~Scivanta~~and ~~Medical~~Description ~~Corporation~~of Business

~~We have audited the accompanying balance sheets of~~ Scivanta Medical Corporation (“Scivanta” or the “Company”) ~~as of October 31~~, ~~2014~~originally ~~and~~incorporated ~~2013,~~in ~~and~~New ~~the~~Jersey ~~related~~on ~~statements~~November ~~of operations~~29, ~~stockholders’ deficiency~~1982, ~~and~~is ~~cash~~currently ~~flows~~a ~~for~~Nevada ~~each~~corporation ofheadquartered ~~the years~~ in ~~the~~Spring ~~two-year period ended October 31~~Lake, ~~2014~~New Jersey. The Company~~’s management~~ isceased ~~responsible~~selling ~~for~~all ~~these~~products ~~financial~~during the ~~statements.~~fiscal ~~Our~~year ~~responsibility~~ended isOctober to31, ~~express an opinion on these financial statements based on our audits~~2004.

~~We conducted our audits in accordance with~~On ~~the~~November ~~standards~~10, of2006, the ~~Public~~ Company ~~Accounting~~licensed ~~Oversight~~the ~~Board~~exclusive ~~(United~~world-wide ~~States).~~rights ~~Those~~to ~~standards~~develop, ~~require~~manufacture ~~that~~and wedistribute ~~plan~~certain ~~and perform~~proprietary ~~the~~technologies ~~audit~~known toas ~~obtain~~the ~~reasonable~~Scivanta ~~assurance~~Cardiac ~~about~~Monitoring ~~whether~~System (the ~~financial~~“SCMS”), ~~statements~~a ~~are~~minimally ~~free~~invasive oftwo-balloon ~~material misstatement. The Company~~esophageal iscatheter ~~not~~system ~~required~~used to ~~have,~~monitor ~~nor~~cardiac ~~were we engaged to perform, an audit of its internal control over financial reporting~~performance. ~~Our~~The ~~audit~~Company ~~included consideration~~has ofceased ~~internal~~all ~~control~~development ~~over~~activity ~~financial~~related ~~reporting~~to ~~as a basis for designing audit procedures that are appropriate in~~ the ~~circumstances,~~ ~~but~~SCMS. ~~not~~On ~~for the purpose of expressing an opinion on the effectiveness of the company’s internal control over~~January ~~financial reporting. Accordingly~~22, ~~we express no such opinion. An audit also includes examining~~2016, ~~on a test basis, evidence supporting~~ the ~~amounts~~Company and ~~disclosures in~~ the ~~financial~~licensor ~~statements,~~terminated ~~assessing~~ the ~~accounting~~license ~~principles~~agreement ~~used~~related ~~and~~to ~~significant estimates made by management, as well as evaluating~~ the ~~overall~~SCMS ~~financial~~(see ~~statement~~Note ~~presentation~~4). ~~We believe that our audits provide a reasonable basis for our opinion.~~

InThe Company’s ~~our~~strategy ~~opinion,~~for ~~the~~business ~~financial~~development ~~statements~~is ~~referred to~~focused ~~above~~on ~~present~~the ~~fairly~~acquisition, inthrough ~~all~~licensing ~~material~~or ~~respects~~purchasing, ~~the financial position~~ of ~~Scivanta~~medical ~~Medical Corporation as of October 31~~devices, ~~2014~~ ~~and~~pharmaceuticals ~~2013,~~ and ~~the~~other ~~results~~proprietary oftechnologies, ~~its~~patented ~~operations~~products ~~and~~or ~~its~~services. ~~cash~~Any ~~flows~~such ~~for~~acquisitions ~~each~~will ofbe ~~the~~contingent ~~years in~~ upon the ~~two-year~~Company’s ~~period~~ability ~~ended~~to ~~October~~secure ~~31,~~the ~~2014 in~~financing ~~conformity~~required ~~with~~to ~~accounting~~fund ~~principles~~such ~~generally accepted in the United States of America~~acquisitions.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note~~ 2 ~~to the financial statements, the Company has incurred significant recurring operating losses, negative cash flows from operations and has a working capital deficiency~~. ~~The~~ ~~Company~~Basis ~~also has no lending relationships with commercial banks and is dependent on the completion~~ of a financing in order to continue operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.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 $1,256,775 and an accumulated deficit of $24,448,728 as of October 31, 2015. The Company has not made $625,000 of principal payments due on certain convertible debentures and, as a result, these obligations can be placed in default by the holders. 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 ~~WeiserMazars~~to ~~LLP~~continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Edison~~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, ~~New~~2011, ~~Jersey~~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.

~~February~~While the 13Company is pursuing the opportunities and actions described above, ~~2015~~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.

F-27

~~Scivanta Medical~~3. ~~Corporation~~Summary of Significant Accounting Policies

~~Balance~~Use ~~Sheets~~of Estimates

		October 31, 2014			October 31, 2013
Assets
Current assets:
Cash	$	26,114		$	19,908
Prepaid expenses		6,673			12,018
Total current assets	$	32,787		$	31,926
Liabilities and Stockholders’ Deficiency
Current liabilities:
Accounts payable	$	101,055		$	215,584
Accounts payable - related party		211,898			96,659
Accrued expenses		62,144			41,388
Notes payable		--			4,615
Convertible debentures		617,262			300,000
Total current liabilities		992,359			658,246
Convertible debentures		--			100,000
Notes payable		105,000			105,000
Total liabilities		1,097,359			863,246
Commitments and contingencies
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; 6,359,055 and 5,429,384 shares issued and outstanding, respectively		6,359			5,429
Additional paid-in capital		23,070,589			22,880,390
Accumulated deficit		(24,141,520	)		(23,717,139	)
Total stockholders' deficiency		(1,064,572	)		(831,320	)
Total liabilities and stockholders' deficiency	$	32,787		$	31,926

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate.

~~The~~Fair ~~accompanying~~Value ~~notes are an integral part~~ of ~~these~~Financial ~~financial statements.~~Instruments

~~F-3~~The carrying amounts of the Company’s financial instruments, which include cash, accounts payable and accrued expenses, approximate their fair values due to their short maturities.

~~Scivanta~~The ~~Medical~~fair ~~Corporation~~value of the convertible debentures and the notes payable approximate fair value since these investments are at market rates currently available to the Company.

~~Statements~~Concentration of ~~Operations~~Credit Risk

	Years Ended October 31,
	2014			2013
Revenue	$	--		$	--
Operating expenses:
Research and development		--			3,115
General and administrative		426,168			322,725
Gain on settlement of accounts payable		(80,656	)		(68,050	)
Loss from operations		(345,512	)		(257,790	)
Interest expense		(78,869	)		(32,709	)
Net loss	$	(424,381	)	$	(290,499	)
Net loss per common share, basic and diluted	$	(0.07	)	$	(0.06	)
Weighted average number of common shares outstanding, basic and diluted		6,148,090			4,730,139

The Company has no significant off balance sheet risk such as foreign exchange contracts, option contracts or other foreign hedging arrangements. The Company’s financial instruments that are exposed to concentration of credit risks consist of cash. The Company maintains its cash and cash equivalents in bank accounts which, at times, exceed federally-insured limits.

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

~~F-4~~The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.

~~Scivanta~~Research ~~Medical~~and ~~Corporation~~ Development

~~Statements~~The Company expenses research and development costs as incurred. Initial and milestone payments made to third parties in connection with technology license agreements are also expensed as incurred as research and development costs, up to the point of ~~Stockholders’~~regulatory approval. ~~Deficiency~~Payments made to third parties subsequent to regulatory approval will be capitalized and amortized over the estimated remaining useful life of the related product.

~~For the Years Ended October 31, 2014 and 2013~~F-8

	Common Stock				Additional					Total
	Number		$0.001		Paid-in		Accumulated			Stockholders'
	of Shares		Par Value		Capital		Deficit			Deficiency
Balance at October 31, 2012		3,111,691	$	3,112	$	22,371,230	$	(23,426,640	)	$	(1,052,298	)
Shares issued as payment of accrued compensation		588,236		588		225,039					225,627
Shares issued as payment of accounts payable – related party		279,412		279		94,721					95,000
Shares issued as payment of accrued director fees		50,000		50		16,950					17,000
Shares issued as payment of interest due on February 1, 2007 convertible debentures		177,454		177		31,823					32,000
Shares issued as payment of interest due on May 20, 2011 convertible debenture		16,000		16		7,984					8,000
Shares issued for cash, net of offering costs		1,136,364		1,137		115,454					116,591
Shares issued as payment of offering costs		36,477		36		12,498					12,534
Shares issued as payment of consulting fees		33,750		34		4,691					4,725
Net loss								(290,499	)		(290,499	)
Balance at October 31, 2013		5,429,384	$	5,429	$	22,880,390	$	(23,717,139	)	$	(831,320	)
Shares issued as payment of accounts payable		230,769		231		29,769					30,000
Shares issued as payment of accounts payable – related party		461,538		462		59,538					60,000
Shares issued as payment of interest due on February 1, 2007 convertible debentures		123,078		123		15,877					16,000
Shares issued as payment of interest due on May 20, 2011 convertible debenture		57,143		57		7,943					8,000
Shares issued as payment of interest due on August 15, 2012 convertible debenture		57,143		57		7,943					8,000
Discount on convertible debentures issued on December 12, 2013 and April 1, 2014						36,796					36,796
Stock based compensation						32,333					32,333
Net loss								(424,381	)		(424,381	)
Balance at October 31, 2014		6,359,055	$	6,359	$	23,070,589	$	(24,141,520	)	$	(1,064,572	)

Stock Based Compensation

The ~~accompanying~~Company ~~notes~~accounts for stock-based payments to employees in accordance with ASC 718, “Stock Compensation” (“ASC 718”). All stock-based payments to employees are angrants ~~integral~~of ~~part~~stock options that are recognized in the statement of ~~these~~operations based ~~financial~~on ~~statements~~their fair values at the date of grant. Stock-based compensation expense for employee awards is recognized on a straight-line basis over the requisite service period of the award.

FThe Company accounts for stock-5based payments to non-employees in accordance with ASC 718 and ASC 505-50, “Equity-Based Payments to Non-Employees.” All stock-based payments to non-employees are issuances of warrants that are recognized in the statement of operations based on the value of the vested portion of the warrant issuance as measured at its then-current fair value as of each financial reporting date.

The Company calculates the fair value of option grants and warrant issuances utilizing the Black-Scholes pricing model. The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. Scivanta estimates forfeiture rates for all unvested awards when ~~Medical~~calculating ~~Corporation~~the expense for a period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises as well as employee termination patterns.

~~Statements~~During the fiscal years ended October 31, 2015 and 2014, the Company recorded non-employee stock-based compensation expense of ~~Cash~~$0 ~~Flows~~and $32,333, respectively, which amounts were included in general and administrative expenses.

	Years Ended October 31,
	2014			2013
Cash flows from operating activities:
Net loss	$	(424,381	)	$	(290,499	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation expense		32,333			4,725
Gain on settlement of accounts payable		(80,656	)		(68,050	)
Accretion of interest on convertible debentures		29,058			--
Changes in operating assets and liabilities:
Prepaid expenses		5,345			17,745
Accounts payable		(3,873	)		77,789
Accounts payable - related party		175,239			109,008
Accrued expenses		52,756			470
Net cash used in operating activities		(214,179	)		(148,812	)
Cash flows from financing activities:
Repayment of notes payable		(4,615	)		(15,605	)
Proceeds from issuance of convertible debenture		225,000			--
Proceeds from sale of common stock, net of offering costs		--			120,000
Net cash provided by financing activities		220,385			104,395
Increase (decrease) in cash		6,206			(44,417	)
Cash - beginning of year		19,908			64,325
Cash – end of year	$	26,114		$	19,908
Supplemental disclosure of cash flow information:
Cash paid for interest	$	54		$	739
Cash paid for income taxes	$	500		$	500
Noncash financing activities:
Issuance of 461,538 and 279,412 shares of common stock, respectively, as payment of accounts payable – related party	$	60,000		$	95,000
Issuance of 230,769 shares of common stock as payment of accounts payable	$	30,000		$	--
Issuance of 237,364 and 193,454 shares of common stock, respectively, as payment of interest due on convertible debentures	$	32,000		$	40,000
Discount recorded in connection with issuance of convertible debentures	$	36,796		$	--
Issuance of 50,000 shares of common stock as settlement of accounts payable for director fees	$	--		$	17,000
Issuance of 588,236 shares of common stock as settlement of accrued compensation and other related costs	$	--			225,627
Issuance of 36,477 shares of common stock as payment of offering costs related to private placements	$	--		$	12,534
Issuance of notes payable as payment for insurance premiums	$	--		$	20,220

Net Loss Per Common Share

~~The~~Basic ~~accompanying~~net ~~notes~~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 andeemed to ~~integral~~be ~~part~~dilutive. The dilutive effect of ~~these~~the ~~financial~~outstanding ~~statements~~stock options, warrants and convertible debt is computed using the treasury stock method.

FFor the fiscal year ended October 31, 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, 750,000 shares of common stock issuable upon the exercise of outstanding warrants and 3,166,667 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-6dilutive.

~~Scivanta~~For ~~Medical~~the ~~Corporation~~fiscal year ended October 31, 2014, diluted net loss per share did not include the effect of 206,832 shares of common stock issuable upon the exercise of outstanding options, 596,154 shares of common stock issuable upon the exercise of outstanding warrants and 2,397,436 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.

~~Notes to the Financial Statements~~F-9

1.Recent Accounting ~~Organization~~Pronouncements ~~and~~Applicable ~~Description~~to ofthe ~~Business~~Company

~~Scivanta~~The ~~Medical Corporation (“Scivanta” or the “~~Company~~”),~~ ~~originally~~does ~~incorporated~~not inbelieve ~~New~~there ~~Jersey~~are onany ~~November~~recently 29issued, ~~1982,~~ isbut ~~currently~~not ayet ~~Nevada corporation headquartered in Spring Lake~~effective, ~~New~~accounting ~~Jersey.~~standards ~~The~~that ~~Company~~would ~~ceased~~have ~~selling~~a ~~all~~significant impact ~~products~~on ~~during~~ the ~~fiscal~~Company’s ~~year~~financial ~~ended~~position ~~October~~or ~~31,~~results ~~2004~~of operations.

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 performance4. ~~The~~Amended ~~Company has ceased all development activity related to the SCMS~~ and ~~does not~~Restated ~~intend to resume development of the~~ SCMS. ~~The~~License Company expects to return all of the technology related to the SCMS to the licensor and is currently attempting to negotiate an agreement with the licensor related to the return of the SCMS technology.Agreement

~~The~~On February 14, 2011, the Company’s ~~strategy~~entered ~~for~~into ~~business~~an ~~development~~Amended isand ~~focused~~Restated Technology License Agreement with The Research Foundation of State University of New York, for and on behalf of the ~~acquisition,~~University ~~through~~at ~~licensing~~Buffalo or(the ~~purchasing~~“Foundation”), ofDonald ~~medical~~D. ~~devices~~Hickey, ~~pharmaceuticals~~M.D. (“Hickey”) and ~~other~~Clas ~~proprietary~~E. ~~technologies~~Lundgren (“Lundgren”). The Foundation, ~~patented~~Hickey ~~products~~and orLundgren ~~services~~shall be collectively referred to herein as the “Licensor”. ~~Any~~The ~~such~~Amended ~~acquisitions~~and ~~will~~Restated beTechnology ~~contingent~~License ~~upon the~~Agreement, ~~Company’s~~as ~~ability~~further toamended ~~secure~~on March ~~the~~14, ~~financing~~2013, ~~required~~is referred to ~~fund~~herein ~~such~~as ~~acquisitions~~the “License Agreement”.

2Pursuant 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. ~~Basis~~A cash payment of ~~Presentation~~$105,000 is payable by the Company to Hickey as follows: (a) $50,000 is 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 is 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 9).

~~The~~On ~~accompanying~~January ~~financial~~22, ~~statements~~2016, ~~have been prepared assuming that~~ the Company ~~will~~and ~~continue~~the asLicensor aentered ~~going~~into ~~concern.~~an ~~The~~agreement ~~Company~~to ~~has incurred~~terminate ~~significant~~the ~~recurring~~License ~~operating~~Agreement ~~losses~~(the ~~and~~“License Termination ~~negative cash flows from operations~~Agreement”). The Company ~~had~~and athe ~~working~~Licensor ~~capital~~released ~~deficiency of~~each ~~$959,572~~other ~~and~~from anany ~~accumulated~~and ~~deficit~~all ofclaims ~~$24,141,520~~and asliabilities ofrelated to ~~October~~the 31License Agreement, ~~2014.~~including ~~The~~the ~~Company has not made~~ $~~350~~105,000 ofpayment ~~principal payments~~ due onto ~~certain~~Hickey ~~convertible~~(see ~~debentures~~Note ~~and,~~9). asIn ~~a result~~addition, ~~these~~pursuant ~~obligations~~to ~~can~~the beLicense ~~placed~~Termination Agreement, ~~in default by~~ the ~~holders. The~~ Company ~~also~~ ~~has~~assigned noall ~~lending~~intellectual ~~relationships~~property ~~with~~related ~~commercial~~to ~~banks~~the ~~and~~SCMS isto ~~dependent on~~ the ~~completion~~Licensor ofand areturned ~~financing~~all ~~involving~~property ~~the~~in ~~private~~its ~~placement~~possession ofrelated ~~its securities in order~~ to ~~continue operations. These factors raise substantial doubt about~~ the ~~Company’s~~SCMS ~~ability~~ to ~~continue as a going concern. The financial statements do not include any adjustments that might result from~~ the ~~outcome of this uncertainty~~Licensor.

~~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~~5. ~~Effective~~Income 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.Taxes

~~While~~The ~~the~~difference ~~Company~~between ~~is pursuing~~ the ~~opportunities~~statutory ~~and~~federal ~~actions~~income ~~described~~tax ~~above,~~rate ~~there~~on ~~can be no assurance that it will be successful in its efforts. If~~ the Company’s ispre-tax ~~unable~~loss toand ~~secure additional capital, it will explore other strategic alternatives, including, but not limited to,~~ the ~~sale of the~~ Company.’s ~~Any~~effective income ~~additional~~tax ~~equity~~rate ~~financing~~is ~~may~~summarized ~~result~~as ~~in substantial dilution to our stockholders.~~follows:

F-7

	Years Ended
	October 31, 2015						October 31, 2014
	Amount			Percent			Amount			Percent
Income tax provision at federal statutory rate	$	(104,451	)		34	%	$	(144,290	)		34	%
Effect of state taxes, net of federal benefit		(18,432	)		6			(25,463	)		6
Change in valuation allowance		74,358			(24	)		81,817			(19	)
Expiration of state net operating losses		47,339			(16	)		--			--
Stock based compensation		--			--			84,313			(20	)
Other		1,186			--			3,623			(1	)
	$	--			--	%	$	--			--	%

~~3. Summary of Significant Accounting Policies~~F-10

~~Use~~Significant components of ~~Estimates~~the Company’s deferred tax assets as of October 31, 2015 and 2014 are shown below. In determining whether the deferred tax assets will be realized, the Company considered numerous factors, including historical profitability, estimated future taxable income and the industry in which it operates. As of October 31, 2015 and 2014, a valuation allowance was recorded to fully offset the net deferred tax assets, as it was determined by management that the realization of the net deferred tax assets were not likely to occur in the foreseeable future. The valuation allowance increased $74,358 during the fiscal year ended October 31, 2015, attributable primarily to the Company’s continuing operating losses for the fiscal year ended October 31, 2015 and the Company’s belief that its remaining net operating losses would not be realized. Additionally, certain options and warrants that expired prior to the fiscal year ended October 31, 2013 will not generate any future tax benefit and accordingly, their deferred tax asset value was reduced to zero during the fiscal year ended October 31, 2014.

The ~~preparation~~tax ofeffects ~~the financial statements in conformity with accounting principles generally accepted in the United States~~ of ~~America requires~~temporary ~~management~~differences toand ~~make~~net ~~estimates~~operating ~~and~~loss ~~assumptions~~carryforwards that ~~affect~~give ~~the~~rise ~~reported~~to ~~amounts~~deferred oftaxes ~~assets~~consist ~~and liabilities and disclosure~~ of ~~contingent assets and liabilities at~~ the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from management’s estimates if past experience or other assumptions do not turn out to be substantially accurate.following:

Fair Value of Financial Instruments

	Years Ended October 31,
	2015			2014

Net operating loss	$	6,113,840		$	6,023,403
Accrued compensation		173,318			173,318
Depreciation and amortization		5,513			6,090
License costs		108,617			123,839
Stock based compensation		130,561			130,841
Total gross deferred tax assets		6,531,849			6,457,491
Valuation allowance		(6,531,849	)		(6,457,491	)
Net deferred tax assets	$	--		$	--

~~The~~As ~~carrying~~of ~~amounts~~October of31, 2015, the Company’s ~~financial~~had ~~instruments,~~federal ~~which~~and ~~include~~state ~~cash,~~operating ~~accounts~~losses ~~payable~~of ~~and~~approximately ~~accrued~~$17,336,000 ~~expenses~~and $3,112,000, ~~approximate~~respectively. ~~their~~The ~~fair~~federal ~~values~~operating ~~due~~losses toexpire ~~their~~in ~~short~~the ~~maturities~~years 2022 through 2035 and the state operating losses expire in the years 2016 through 2035.

~~The~~Utilization ~~fair~~of ~~value~~the net operating loss carryforwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the ~~convertible~~“Internal ~~debentures~~Revenue Code”), and similar state provisions. The Company has not performed a detailed analysis to determine whether an ownership change under Section 382 of the ~~notes~~Internal ~~payable~~Revenue Code ~~approximate~~occurred. ~~fair~~The ~~value~~effect ~~since~~of ~~these~~an ~~investments~~ownership ~~are~~change atwould ~~market~~be ~~rates~~the imposition of an annual limitation on the use of net operating loss ~~currently~~carryforwards ~~available~~attributable to periods before the ~~Company~~change.

~~Concentration~~The ofCompany’s ~~Credit~~fiscal ~~Risk~~2013, 2014 and 2015 federal and state income tax returns are open for examination by the applicable governmental authorities.

~~Income Taxes~~6. Related Party Transactions

~~The~~Sublease Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires that the Company recognize a current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future tax effects of temporary differences and carryforwards to the extent they are realizable. The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. While the Company has considered future taxable income and ongoing prudent and feasible tax planning strategies in assessing the need for the valuation allowance, in the event the Company was to determine that it would be able to realize the deferred tax assets in the future in excess of the net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was made.Agreement

~~Research~~David R. LaVance, the Company’s Chairman, President and ~~Development~~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. 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.

~~The~~During ~~Company~~the ~~expenses~~fiscal ~~research~~year ~~and~~ended ~~development~~October ~~costs~~31, as2015, ~~incurred.~~the ~~Initial~~Company ~~and~~was ~~milestone~~billed ~~payments~~$72,355 ~~made~~pursuant to ~~third~~the ~~parties~~terms inof ~~connection with~~the ~~technology~~Sublease ~~license~~Agreement. ~~agreements~~As ~~are~~of October ~~also~~31, ~~expensed~~2015, asthe ~~incurred~~Company asowed ~~research~~Century ~~and~~Capital ~~development costs~~$105,000 upfor torent ~~the~~due ~~point~~under ofthe ~~regulatory approval.~~Sublease ~~Payments~~Agreement, ~~made~~$28,664 tofor ~~third~~expenses ~~parties~~due under ~~subsequent~~the toSublease ~~regulatory~~Agreement ~~approval~~and ~~will~~$235,815 befor ~~capitalized~~other ~~and~~expenses, ~~amortized~~which ~~over~~amounts ~~the~~are ~~estimated remaining~~included ~~useful~~in ~~life~~accounts ofpayable ~~the~~– related ~~product~~party.

~~F-8~~During the fiscal year ended October 31, 2014, the Company was billed $68,488 pursuant to the terms of the Sublease Agreement.

~~Stock Based~~7. ~~Compensation~~Stockholders’ Deficiency

~~The~~Issuance ~~Company~~of ~~accounts~~Common ~~for stock-based payments to employees in accordance with ASC 718, “~~Stock ~~Compensation”~~as ~~(“ASC 718”).~~Payment ~~All stock-based payments to employees are grants~~ of ~~stock~~Certain ~~options that are recognized in the statement of operations based on their fair values at the date of grant.~~Obligations

~~The~~On ~~Company~~January ~~accounts~~8, ~~for~~2014, ~~stock-based~~the ~~payments~~Company toissued ~~non-employees in accordance with ASC 718 and ASC 505-50~~461,538 ~~“Equity-Based~~shares ~~Payments to~~of ~~Non-Employees.”~~its ~~All~~common stock~~-based~~ ~~payments~~ to ~~non-employees~~Century ~~are~~Capital ~~issuances~~as payment of ~~warrants~~$60,000 ~~that~~of ~~are~~accounts ~~recognized in the statement~~payable of– ~~operations~~related ~~based~~party onfor ~~the~~office ~~value~~rent ofowed ~~the~~by ~~vested~~Scivanta ~~portion~~for of the ~~warrant~~period ~~issuance~~commencing asFebruary ~~measured~~1, at2013 ~~its~~through ~~then-current~~January ~~fair~~31, ~~value as of each financial reporting date~~2014.

~~The~~On ~~Company~~January ~~calculates~~8, ~~the~~2014, ~~fair value of option grants and warrant issuances utilizing~~ the ~~Black-Scholes~~Company ~~pricing~~issued ~~model.~~230,769 ~~The~~shares ~~amount~~ of ~~stock-based~~its ~~compensation~~common ~~recognized~~stock ~~during~~as apayment ~~period is based on the value~~ of ~~the~~$30,000 ~~portion~~ of ~~the~~accounts ~~awards~~payable ~~that~~owed ~~are ultimately expected~~ to vest. ASC 718 requires forfeitures to be estimated at the time stock options are granted and warrants are issued to employees and non-employees, and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The term “forfeitures” is distinct from “cancellations” or “expirations” and represents only the unvested portion of the surrendered stock option or warrant. Scivanta estimates forfeiture rates for all unvested awards when calculating the expense for a ~~period. In estimating the forfeiture rate, Scivanta monitors both stock option and warrant exercises~~third asparty ~~well~~service ~~as employee termination patterns~~provider.

~~The~~Issuance ~~resulting~~of ~~stock-based~~Common ~~compensation~~Stock ~~expense~~as ~~for~~Payment ~~employee~~of ~~awards~~Interest isDue ~~recognized~~ on aConvertible ~~straight-line basis over the requisite service period of the award.~~Debentures

~~During~~On ~~the~~January ~~fiscal~~8, ~~years~~2014, ~~ended~~the ~~October~~Company 31issued 57,143 ~~2014~~shares ~~and~~of ~~2013,~~its common stock to the ~~Company~~holder ~~recorded~~of ~~non-employee~~the ~~stock-based~~May ~~compensation~~2011 ~~expense~~Debenture of(as ~~$32,333~~hereinafter ~~and~~defined) in satisfaction of $48,~~725,~~000 ~~respectively,~~of ~~which~~interest ~~amounts~~due ~~were~~for ~~included~~the inperiod ~~general~~May ~~and~~20, ~~administrative~~2012 ~~expenses~~through May 19, 2013 (see Note 8).

~~Net~~On ~~Loss~~January ~~Per~~8, ~~Common~~2014, ~~Share~~the Company issued 57,143 shares of its common stock to the holder of the August 2012 Debenture (as hereinafter defined) in satisfaction of $8,000 of interest due for the period August 15, 2012 through August 15, 2013 (see Note 8).

~~Basic~~On ~~net~~April ~~loss~~30, ~~per~~2014, ~~share~~the isCompany ~~computed~~issued byan ~~dividing~~aggregate ~~net~~of ~~loss~~123,078 ~~available~~shares toof its common ~~shareholders~~stock byto the ~~weighted~~holders ~~average number~~ of ~~common shares outstanding during~~ the ~~period.~~February ~~Diluted~~2007 ~~earnings~~Debentures (as ~~per~~hereinafter ~~share~~defined) ~~reflect,~~ in ~~periods~~satisfaction inof ~~which they have a dilutive effect~~$16,000 ~~the impact~~ of ~~common~~interest ~~shares~~due ~~issuable~~for ~~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~~period ~~stock~~February ~~options~~1, ~~warrants~~2013 ~~and~~through ~~convertible~~January ~~debt~~31, is2014 ~~computed using the~~(see ~~treasury~~Note ~~stock method~~8).

~~For~~Stock ~~the~~Option fiscal year ended October 31, 2014, diluted net loss per share did not include the effect of 206,832 shares of common stock issuable upon the exercise of outstanding options, 596,154 shares of common stock issuable upon the exercise of outstanding warrants and 2,397,436 shares of common stock issuable upon the conversion of convertible debt, as their effect would be anti-dilutive.Plans

~~For~~The Company currently has two stock option plans in place: the ~~fiscal~~2002 ~~year~~Equity ~~ended~~Incentive ~~October~~Plan ~~31,~~and ~~2013~~the 2007 Equity Incentive Plan (collectively, the ~~diluted~~“Equity ~~net~~Incentive ~~loss~~Plans”). ~~per~~The ~~share~~2002 ~~did~~Equity ~~not~~Incentive ~~include~~Plan was approved by the ~~effect~~stockholders ofon ~~241~~July 5,~~432~~ 2002. The aggregate number of shares of common stock ~~issuable~~ ~~upon~~which could have been awarded under the ~~exercise~~2002 Equity Incentive Plan was 200,000 shares. As of ~~outstanding~~October ~~options~~31, 202015, options to purchase 120,000 shares of the Company’s common stock ~~issuable~~were ~~upon~~outstanding under the ~~exercise~~2002 Equity ofIncentive ~~outstanding~~Plan. ~~warrants and~~As ~~666,667~~a ~~shares~~result of ~~common~~the ~~stock~~adoption ~~issuable~~of ~~upon~~ the ~~conversion~~Company’s of2007 ~~convertible~~Equity ~~debt~~Incentive Plan, asno ~~their~~further ~~effect~~awards ~~would~~are bepermitted under ~~anti-dilutive~~the 2002 Equity Incentive Plan.

F-912

~~Recent~~On ~~Accounting~~May ~~Pronouncements~~31, ~~Applicable~~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 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 October 31, 2015, 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.

~~The~~Stock ~~Company~~option ~~does~~awards ~~not~~under ~~believe~~the ~~there~~Equity ~~are~~Incentive ~~any~~Plans ~~recently~~were ~~issued,~~granted ~~but~~at ~~not~~prices ~~yet~~as ~~effective~~determined by the Company’s compensation committee, but ~~accounting~~such ~~standards~~prices ~~that~~were ~~would~~not ~~have~~less athan ~~significant impact~~the onfair market value of the Company’'s ~~financial~~common ~~position~~stock oron ~~results~~the date of ~~operations~~grant. Stock options granted and outstanding include only non-qualified options. These non-qualified options vest over a period of up to five years and have a maximum term of ten years from the date of grant.

4.A summary ~~Amended~~of stock option transactions for employees and ~~Restated~~directors ~~SCMS~~under ~~License~~the ~~Agreement~~Equity Incentive Plans during the fiscal years ended October 31, 2015 and 2014 is as follows:

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”.

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

Outstanding at October 31, 2013		241,432		$	1.57	$	--
Granted during the period		--			--
Exercised during the period		--			--
Terminated during the period		(34,600	)	$	0.99
Outstanding at October 31, 2014		206,832		$	1.67	$	--
Granted during the period		--			--
Exercised during the period		--			--
Terminated during the period		(3,500	)	$	0.20
Outstanding at October 31, 2015		203,332		$	1.70	$	--
Exercisable at October 31, 2015		203,332		$	1.70	$	--
Exercisable at October 31, 2014		206,832		$	1.67	$	--

~~Pursuant~~No tostock ~~the~~options ~~License~~were ~~Agreement, the Licensor~~ granted ~~the~~during ~~Company~~ the ~~exclusive~~fiscal ~~world-wide~~years ~~rights~~ended toOctober ~~develop~~31, ~~manufacture~~2015 ~~and distribute the SCMS. The term of the 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~~2014.

Under the License Agreement, a cash payment of $105,000 is payable to Hickey as follows: (a) $50,000 is 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 is 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 10).F-13

InInformation ~~addition,~~with ~~upon~~respect ~~the occurrence of certain events, the Company agreed~~ to ~~issue~~outstanding ~~shares~~options ~~of its common stock to the Licensor. On the date the Company files for approval to market~~ and ~~sell~~options aexercisable ~~product~~as ~~utilizing the licensed technology, the Company will issue shares~~ of ~~its~~October ~~common stock to the Licensor with a value of $130~~31,~~000.~~ On2015 ~~the~~that ~~date~~were ~~the~~granted ~~Company receives approval~~ to ~~market~~employees ~~and~~is sell a product utilizing the licensed technology, the Company will issue shares of its common stock to the Licensor with a value of $160,000. The number of shares of the Company’s common stock to be issued to the Licensor will be calculated based on the market price of the Company’s common stock, as ~~defined in the License Agreement, on the date that each of the respective above noted events occur.~~follows:

The Company is required to pay the Licensor a royalty of 5% of annual net sales, as defined in the License Agreement, subject to certain reductions as detailed in the License Agreement. Beginning with the first full year of sales of the SCMS in the United States and for two years thereafter, Scivanta is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales in the United States will be credited. Further, beginning with the first full year of sales of the SCMS outside the United States and for two years thereafter, Scivanta is required to pay an annual minimum royalty of $100,000 to the Licensor against which any royalty on net sales paid in the same calendar year for sales outside the United States will be credited. The Company is also required to pay the Licensor 25% of all sublicensing revenue, as defined in the License Agreement, received by the Company in connection with the Company’s sublicense of the rights granted to the Company under the License Agreement.

		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)

$	0.80	10,000		$	0.80	0.2		10,000		$	0.80	0.2
$	1.40		83,332	$	1.40		2.9		83,332	$	1.40		2.9
$	2.00		110,000	$	2.00		1.3		110,000	$	2.00		1.3
			203,332	$	1.70		1.9		203,332	$	1.70		1.9

~~F-10~~Warrants to Purchase Common Stock

~~The~~On ~~License~~January ~~Agreement~~8, ~~also~~2014, ~~requires~~ Scivanta issued a warrant to ~~use~~purchase ~~commercially~~250,000 ~~reasonable~~shares ~~efforts~~of tothe ~~develop~~Company’s ~~and~~common ~~market~~stock ~~the~~in ~~SCMS~~connection ~~within~~with ~~certain~~a ~~timeframes,~~consulting ~~subject~~agreement towith ~~specified~~a ~~exceptions.~~third Ifparty ~~Scivanta~~for ~~materially~~corporate ~~fails~~finance toconsulting ~~perform~~services. ~~any~~The ~~covenant,~~warrant ~~condition~~has ora ~~undertaking~~five ofyear term, is exercisable ~~the~~at ~~License~~$0.13 ~~Agreement,~~per ~~including~~share ~~the~~and ~~failure~~vested toupon ~~make~~issuance. ~~any~~The ~~payments~~fair ~~when~~value ~~due,~~of the ~~Licensor~~warrants ~~may~~on ~~give~~the ~~written~~date ~~notice~~ of ~~such~~issuance ~~default to~~as ~~Scivanta.~~calculated Ifusing ~~Scivanta~~the ~~should~~Black-Scholes model ~~fail~~was to$32,333, ~~cure~~using ~~such~~the ~~default~~following ~~within~~weighted ~~ninety~~average ~~(90)~~assumptions: ~~days~~exercise price of ~~notice~~$0.13 ofper ~~such~~share; ~~default,~~common ~~then~~stock ~~the~~price ~~Licensor,~~of at$0.13 ~~its~~per ~~option,~~share; ~~may~~volatility ~~terminate~~of ~~the~~249%; ~~License~~term ~~Agreement.~~of ~~Further,~~five ~~the~~years; ~~License~~dividend ~~Agreement~~yield ~~contains~~of ~~standard~~0%; ~~provisions~~interest ~~regarding~~rate ~~indemnification~~ of 1.77%; and ~~patent~~risk ~~prosecution~~of forfeiture of 0%.

~~The~~A ~~Company~~summary ~~has not met certain development timeframes and as a result, could be issued a notice~~ of ~~default~~warrant oftransactions ~~the~~during ~~License Agreement by~~ the ~~Licensor.~~fiscal ~~The~~years ~~Company~~ended ~~expects~~October to31, ~~return~~2015 ~~all of the technology related to the SCMS to the Licensor~~ and 2014 is ~~currently~~as ~~attempting to negotiate an agreement with the Licensor related to the return of the SCMS technology.~~follows:

5. Income Taxes

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

Outstanding at October 31, 2013		20,000		$	0.40	$	--
Issued during the period		596,154		$	0.13
Exercised during the period		--			--
Terminated during the period		(20,000	)	$	0.40
Outstanding at October 31, 2014		596,154		$	0.13	$	--
Issued during the period		153,846		$	0.10
Exercised during the period		--			--
Terminated during the period		--			--
Outstanding at October 31, 2015		750,000		$	0.12	$	--
Exercisable at October 31, 2015		596,154		$	0.13	$	--
Exercisable at October 31, 2014		250,000		$	0.13	$	--

~~The difference between the statutory federal income tax rate on the Company’s pre~~F-~~tax loss and the Company’s effective income tax rate is summarized as follows:~~14

	Years Ended
	October 31,2014						October 31, 2013
	Amount			Percent			Amount			Percent
Income tax provision at federal statutory rate	$	(144,290	)		34	%	$	(98,770	)		34	%
Effect of state taxes, net of federal benefit		(25,463	)		6			(17,430	)		6
Change in valuation allowance		81,817			(19	)		115,939			(40	)
Stock based compensation		84,313			(20	)		--			--
Other		3,623			(1	)		261			--
	$	--			--	%	$	--			--	%

Warrants issued by the Company contain exercise prices as determined by the Company’s board of directors, but such exercise prices were not less than the market value of the Company's common stock on the date of issuance. Warrants issued may vest over a period of up to five years and have a maximum term of ten years from the date of issuance.

~~Significant~~As ~~components~~ of ~~the Company’s deferred tax assets as of~~ October 31, ~~2014 and 2013 are shown below. In determining whether the deferred tax assets will be realized~~2015, the ~~Company~~weighted ~~considered~~average ~~numerous~~remaining ~~factors,~~contractual ~~including~~life ~~historical profitability,~~for ~~estimated~~warrants ~~future~~outstanding ~~taxable~~was ~~income and the industry in which it operates~~2.1 Asyears ~~of October 31, 2014~~ and 2013, a valuation allowance was recorded to fully offset the net deferred tax assets, as it was determined by management that the realization of the net deferred tax assets were not likely to occur in the foreseeable future. The valuation allowance increased $81,817 during the fiscal year ended October 31, 2014, attributable primarily to the Company’s continuing operating losses for ~~the fiscal year ended October 31, 2014 and the Company’s belief that its remaining net operating losses would not be realized. Additionally, certain options and~~ warrants ~~that expired prior to the fiscal year ended~~exercisable ~~October 31, 2013 will not generate any future tax benefit and accordingly, their deferred tax asset value~~ was ~~reduced~~2.0 ~~to zero during the fiscal year ended October 31, 2014~~years.

~~F-11~~8. Convertible Debentures

~~The~~February ~~tax~~2007 ~~effects~~Convertible ~~of temporary differences and net operating loss carryforwards that give rise to deferred taxes consist of the following:~~Debentures

	Years Ended October 31,
	2014			2013
Net operating loss	$	6,023,403		$	5,854,514
Accrued compensation		173,318			173,318
Depreciation and amortization		6,090			6,668
License costs		123,839			139,061
Stock based compensation		130,841			202,113
Total gross deferred tax assets		6,457,491			6,375,674
Valuation allowance		(6,457,491	)		(6,375,674	)
Net deferred tax assets	$	--		$	--

On February 8, 2007, the Company issued 8% convertible debentures, dated February 1, 2007, in an 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. The Company has not made payment on the remaining outstanding balances of the February 2007 Debentures and, as a result, such obligations can be placed in default by the holders.

AsInterest is payable in annual installments on February 1 of ~~October~~each 31year, ~~2014~~in cash or, at the option of the Company, ~~had~~in ~~federal~~shares ~~and~~of ~~state~~the ~~operating~~Company’s common ~~losses~~stock. If the Company elects to pay the interest in shares of ~~approximately~~the ~~$16,991,000~~Company’s ~~and~~common $3stock,~~564,000,~~ ~~respectively.~~the number of shares issued ~~The~~as ~~federal~~payment ~~operating~~will ~~losses~~be ~~expire~~equal into the ~~years~~quotient ~~2022~~of ~~through~~the ~~2034~~unpaid ~~and~~interest divided by the ~~state~~market ~~operating~~price ~~losses~~of ~~expire~~the Company’s common stock as defined in the ~~years~~February ~~2015~~2007 ~~through 2034~~Debentures.

~~Utilization~~Up to 50% of the ~~net~~aggregate ~~operating~~principal ~~loss~~amount ~~carryforwards~~of ~~may~~the beFebruary ~~subject~~2007 toDebentures is convertible into shares of the Company’s common stock at the option of the holders at a ~~substantial~~conversion ~~annual~~price ~~limitation~~of ~~due~~$2.00 toper share. The remaining 50% of the ~~ownership~~aggregate ~~change~~principal ~~limitations~~amount ~~provided~~of bythe February 2007 Debentures is convertible at the ~~Internal~~option ~~Revenue~~of ~~Code~~the holders at a conversion price of ~~1986,~~$3.00 asper ~~amended~~share. (The fair value of the ~~“Internal~~Company’s ~~Revenue~~common ~~Code”)~~stock on February 1, ~~and~~2007 ~~similar~~was ~~state~~$2.00 ~~provisions~~per share. ~~The~~ ~~Company~~An ~~has~~aggregate ~~not~~amount ~~performed~~of a83,334 ~~detailed~~shares ~~analysis~~of tocommon stock ~~determine~~can ~~whether~~be anissued ~~ownership~~upon ~~change~~the ~~under~~full ~~Section~~conversion ~~382~~of the outstanding principal of the ~~Internal~~February ~~Revenue Code~~2007 ~~occurred~~Debentures. The ~~effect~~February 2007 Debentures also contain demand registration rights upon the request of anthe ~~ownership~~holders ~~change~~of ~~would~~more bethan 50% of the ~~imposition~~aggregate principal amount of the anthen ~~annual~~outstanding ~~limitation~~February on2007 Debentures or the ~~use~~securities issuable upon the conversion of ~~net~~the ~~operating~~February ~~loss~~2007 Debentures. ~~carryforwards~~The Company has determined that the value attributable to ~~periods~~the ~~before~~demand ~~the~~registration ~~change~~rights is de minimis.

~~The~~On April 30, 2014, the Company’s ~~fiscal~~issued ~~2011~~an aggregate of 123,078 ~~2012~~shares ~~and~~of ~~2013~~its ~~federal~~common ~~and~~stock ~~state~~to ~~income~~the ~~tax~~holders ~~returns~~of ~~are~~the ~~open~~February 2007 Debentures in satisfaction of $16,000 of interest due for ~~examination~~the byperiod February 1, 2013 through January 31, 2014. The number of shares issued as payment of the ~~applicable~~interest ~~governmental~~due was calculated based on the market price of the Company’s common stock ($0.13 per share) ~~authorities~~as defined in the February 2007 Debentures (see Note 7).

6For each of the fiscal years ended October 31, 2015 and 2014, the Company recorded a total of $16,000 of interest expense related to the February 2007 Debentures. ~~Related~~As ~~Party~~of ~~Transactions~~October 31, 2015, $27,969 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $200,000 outstanding principal of the February 2007 Debentures as a component of current convertible debentures.

~~Sublease Agreement~~F-15

~~David~~May R.2011 ~~LaVance,~~Convertible 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. 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.Debenture

~~During~~On May 20, 2011, the ~~fiscal~~Company ~~year~~issued ~~ended~~an ~~October~~8% ~~31,~~convertible ~~2014,~~debenture in the ~~Company~~amount ~~was~~of ~~billed~~ $68100,~~488~~000 ~~pursuant~~ to ~~the~~an ~~terms~~institutional ofinvestor (the ~~Sublease~~“May 2011 ~~Agreement~~Debenture”). AsThe ~~of October~~May ~~31,~~2011 ~~2014,~~Debenture ~~the~~bears ~~Company~~interest ~~owed~~at ~~Century~~a ~~Capital~~rate ~~$45,000~~of ~~for~~8% ~~rent~~per ~~due~~annum ~~under~~and ~~the~~originally ~~Sublease~~had ~~Agreement,~~a ~~$17,422~~three ~~for~~year ~~expenses~~term ~~due~~maturing ~~under~~on ~~the~~May ~~Sublease~~20, ~~Agreement~~2014. ~~and~~Effective ~~$149~~May 20,~~476~~ ~~for~~2014, ~~other~~the ~~expenses,~~holder ~~which~~agreed ~~amounts~~to ~~are~~a ~~included~~new inmaturity ~~accounts~~date ~~payable~~of –May ~~related~~20, ~~party~~2015. ~~Subsequent~~ toThe ~~October~~Company ~~31,~~has ~~2014,~~not ~~$6,585~~made payment on the outstanding balance of the ~~amount~~May ~~due~~2011 toDebenture ~~Century~~and, ~~Capital~~as ~~was~~a ~~paid~~result, such obligation can be placed in default by the ~~Company~~holder.

~~F-12~~Interest is payable in annual installments, on May 20 of each year, 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.

~~During~~The entire principal amount of the ~~fiscal~~May ~~year~~2011 ~~ended~~Debenture ~~October~~is 31convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of $0.30 per share. In addition, ~~2013~~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 ~~was~~common ~~billed~~stock at a conversion price of $~~79,724~~0.30 ~~pursuant~~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. The quoted market price of the ~~terms~~Company’s common stock as of May 20, 2011 was $0.10 per share. An aggregate of 333,333 shares of common stock can be issued upon the ~~Sublease~~full ~~Agreement~~conversion of the May 2011 Debenture.

7On January 8, 2014, the Company issued 57,143 shares of its common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period May 20, 2012 through May 19, 2013. ~~Stockholders~~The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s ~~Equity~~common stock ($0.14 per share), as defined in the May 2011 Debenture.

~~Amendment~~For each of the fiscal years ended October 31, 2015 and 2014, the Company recorded a total of $8,002 of interest expense related to the ~~Restated~~May ~~Articles~~2011 Debenture. As of ~~Incorporation~~October 31, 2015, $19,624 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $100,000 outstanding principal of the May 2011 Debenture as a component of current convertible debentures.

~~Effective~~August ~~April~~2012 ~~22,~~Convertible 2013, the Company amended its restated articles of incorporation to, among other items, effectuate a 10-to-1 reverse stock split (the “Reverse Stock Split”) with respect to its outstanding shares of common stock and increase the amount of authorized capital stock to 520,000,000 shares, notwithstanding the effect of the Reverse Stock Split, consisting of 500,000,000 shares of common stock, par value $.001 per share, and 20,000,000 shares of preferred stock, par value $.001 per share. In connection with the amendments to the restated articles of incorporation, the par value of the Company’s common stock remained $.001 per share, resulting in a reclassification between common stock and additional paid-in capital in order to account for the Reverse Stock Split.Debenture

~~Issuance~~On August 15, 2012, the Company issued an 8% convertible debenture in the amount of ~~Common~~$100,000 ~~Stock~~to asan ~~Payment~~institutional investor (the “August 2012 Debenture”). The August 2012 Debenture has a three year term maturing on August 15, 2015 and bears interest at a rate of ~~Certain~~8% ~~Obligations~~per annum. The Company has not made payment on the outstanding balance of the August 2012 Debenture and, as a result, such obligation can be placed in default by the holder.

On January 23, 2013, the Company issued an aggregate of 588,236 shares of its common stock to its two executive officers (294,118 shares of common stock were issued to each of Mr. LaVance and Mr. Gifford), as settlement of $225,627 of accrued compensation due to them and other related costs.F-16

OnInterest ~~January~~is ~~23,~~payable ~~2013~~in annual installments on August 15 of each year, ~~the~~in ~~Company~~cash ~~issued~~or, anat ~~aggregate~~the option of 50the Company,~~000~~ in shares of ~~its~~the Company’s common stock. If the Company elects to ~~its~~pay ~~current~~the ~~independent~~interest ~~directors~~in ~~and a~~shares ~~former~~of ~~independent~~the ~~director~~Company’s common stock, the number of shares issued as ~~settlement~~payment will be equal to the quotient of ~~$17,000~~the unpaid interest divided by the market price of ~~fees~~the ~~owed~~Company’s tocommon ~~them~~stock as defined in the August 2012 Debenture.

OnThe ~~January~~entire ~~23,~~principal ~~2013~~amount of the August 2012 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 $0.40 per share. In addition, at the option of the Company ~~issued~~and ~~279~~subject to certain restrictions provided in the August 2012 Debenture,~~412~~ the entire principal amount of the August 2012 Debenture is convertible into shares of ~~its~~the Company’s common stock at a conversion price of $0.40 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 ~~Century~~the ~~Capital~~Company, ason ~~settlement~~a cumulative basis, of at least $95600,000. The quoted market price of ~~office~~the Company’s common stock ~~rent~~as ~~owed~~of byAugust ~~Scivanta~~15, ~~through~~2012 ~~January~~was 31$0.40 per share. An aggregate of 250,000 ~~2013~~shares of the Company’s common stock can be issued upon the full conversion of the August 2012 Debenture.

On ~~March~~January 228, ~~2013~~2014, the Company issued 3657,~~477~~143 shares of its common stock to athe ~~third~~August ~~party~~2012 ~~service~~Debenture ~~provider~~holder asin ~~payment~~satisfaction of $128,~~534~~000 of interest due for the period August 15, 2012 through August 15, 2013. The number of shares issued as payment of the interest ~~offering~~due ~~costs~~was ~~related~~calculated tobased ~~certain~~on ~~private~~the ~~placements~~market price of the Company’s ~~securities~~common stock ($0.14 per share), as defined in the August 2011 Debenture.

OnFor ~~April~~each 8of the fiscal years ended October 31, ~~2013~~2015 and 2014, the Company ~~issued~~recorded ~~33,750~~a ~~shares~~total of ~~its~~$8,002 ~~common~~of ~~stock~~interest expense related to the aAugust ~~third~~2012 ~~party~~Debenture. ~~service~~As ~~provider~~of October 31, 2015, $17,804 of interest due on the August 2012 Debenture was accrued and is included as ~~payment~~a component of accrued expense. As of October 31, 2015 and 2014, the Company classified the $4100,~~725~~000 ofoutstanding principal ~~consulting~~on ~~fees~~the August 2012 Debenture as a component of current convertible debentures.

OnDecember ~~January~~2013 8,and April 2014, ~~the~~Convertible ~~Company~~Debentures ~~issued~~and 461,538 shares of its common stock to Century Capital as payment of $60,000 of accounts payable – related party for office rent owed by Scivanta for the period commencing February 1, 2013 through January 31, 2014.Warrants

On ~~January~~December 812, 2013, the Company issued 10% convertible debentures to two individual investors (the “December 2013 Debentures”) and on April 1, 2014, the Company issued ~~230~~a 10% convertible debenture to one individual investor (the “April 2014 Debenture” and together with the December 2013 Debentures,~~769~~ the “Debentures”). In connection with the issuance of the Debentures, the Company issued warrants (the “Debenture Warrants”) to purchase shares of ~~its~~the Company’s common stock asequal to ~~payment~~20% of the aggregate principal amount of the Debentures. The gross proceeds received in connection with this private placement were $30225,000. The Debentures have 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 ~~accounts~~10% ~~payable~~per annum. ~~owed~~The toCompany has not made payment on outstanding principal of the Debentures and, as a ~~third~~result, such obligations can be placed ~~party~~in ~~service~~default ~~provider~~by the holders.

F-1317

~~Issuance~~The entire principal and accrued interest amount of ~~Common~~the ~~Stock~~Debentures is convertible into shares of the Company’s common stock at the option of the holder: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of at least $3,000,000 (a “Qualified Financing”); (b) at the maturity date of the Debentures; or (c) upon a change in control of the Company, as ~~Payment~~defined in the Debentures. Upon the occurrence of ~~Interest~~a ~~Due~~Qualified Financing, the Debentures are convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the Debentures are convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on ~~Convertible~~both December 12, 2013 and April 1, 2014 was $0.13 per share. An aggregate of 1,730,769 shares of the Company’s common stock can be issued pursuant to the Debentures at the current conversion price of $0.13 per share.

OnThe ~~January~~Debenture ~~23,~~Warrants ~~2013,~~have a three year term and provide the holders the right to purchase shares of the Company’s ~~issued~~common anstock equal ~~aggregate~~to 20% of ~~32,000~~the ~~shares~~principal amount of ~~its~~the related Debenture divided by: (a) 80% of the per share price paid by the purchasers of Company’s common stock toin a Qualified Financing; (b) 80% of the ~~holders~~per share conversion price of any instrument convertible into shares of the ~~February~~Company’s ~~2007~~common ~~Debentures~~stock issued in a Qualified Financing, if no shares of the Company’s common stock asare ~~hereinafter~~issued ~~defined~~in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in ~~satisfaction~~a Qualified Financing or if a Qualified Financing is not consummated within one year from the Debenture Warrants issuance date. An aggregate of ~~$16~~346,~~000~~154 shares of ~~interest~~the ~~due~~Company’s ~~for~~common stock can be issued under the ~~period~~Debenture ~~February~~Warrants 1,at ~~2011~~the ~~through~~current ~~January~~exercise ~~31,~~price ~~2012~~of ~~(see~~$0.13 per share. All of the shares of the Company’s ~~Note~~common 8)stock underlying the Debenture Warrants have vested. The exercise price of the Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events.

OnThe ~~January~~fair ~~23,~~value ~~2013,~~of the ~~Company~~Debenture ~~issued~~Warrants ~~16,000~~on ~~shares~~the date of ~~its~~issuance ~~common~~as ~~stock~~calculated tousing the ~~holder~~Black-Scholes ofmodel was $43,989, using the following ~~May~~weighted ~~2011~~average ~~Debenture,~~assumptions: asexercise ~~hereinafter defined,~~price inof ~~satisfaction~~$0.13 per share; common stock price of $~~8,000~~0.13 per share; volatility of 271% ~~interest~~(December ~~due~~2013 ~~for~~issuance) ~~the~~and ~~period~~250% ~~May~~(April ~~20,~~2014 ~~2011~~issuance); ~~through~~term ~~May~~of ~~19,~~three ~~2012~~years; dividend yield of 0%; interest rate of 0.62% (~~see~~December ~~Note~~2013 8issuance) and 0.91% (April 2014 issuance); and risk of forfeiture of 0%.

OnThe ~~April~~Company ~~16,~~separately ~~2013,~~accounted for the ~~Company~~liability ~~issued~~and anequity ~~aggregate~~components of ~~145,454~~the ~~shares~~Debentures based upon the relative fair value of ~~its~~the liability ~~common~~and ~~stock~~equity tocomponents on the ~~holders~~date of issuance. As a result, the ~~February~~Company ~~2007~~recorded ~~Debentures in~~a ~~satisfaction~~discount of $1636,~~000~~796 offor ~~interest~~the ~~due~~Debentures to account for the ~~period~~relative ~~February~~fair 1,value ~~2012~~attributable ~~through~~to ~~January~~the 31Debenture Warrants. The $36,796 ~~2013~~debt ~~(see~~discount ~~Note~~was 8)accreted as interest expense using the effective interest method over the respective one-year terms of the Debentures.

OnFor ~~January~~the 8fiscal year ended October 31, ~~2014~~2015, the Company ~~issued~~recorded ~~57,143~~a ~~shares~~total of ~~its~~$30,238 ~~common~~($7,738 ~~stock~~accreted) of interest expense related to the ~~holder~~Debentures. As of October 31, 2015, there no remaining unamortized discount on the ~~May~~Debentures. ~~2011~~Accordingly, ~~Debenture~~the innet ~~satisfaction~~carrying value of the Debentures was $8225,000, which was recorded as a component of current convertible debentures. As of October 31, 2015, $40,252 of interest due ~~for~~on the ~~period~~Debentures ~~May~~was ~~20,~~accrued ~~2012~~and ~~through~~is ~~May~~included 19as a component of accrued expenses. For the fiscal year ended October 31, ~~2013~~2014, ~~(see~~the ~~Note~~Company 8recorded a total of $46,811 ($29,058 accreted) of interest expense related to the Debentures.

~~On April 30, 2014, the Company issued an aggregate of 123,078 shares of its common stock to the holders of the~~ February ~~2007 Debentures~~ in2015 ~~satisfaction~~Convertible ofDebenture ~~$16,000~~and ~~of interest due for the period February 1, 2013 through January 31, 2014 (see Note 8).~~Warrant

~~Sale~~On February 12, 2015, the Company issued a 10% convertible debenture to an individual investor (the “February 2015 Debenture”). In connection with the issuance of ~~Common~~the ~~Stock~~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 gross proceeds received in connection with this private placement were $50,000. The February 2015 Debenture has 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.

OnThe ~~January~~entire 25principal and accrued interest amount of the February 2015 Debenture is convertible into shares of the Company’s common stock: (a) upon a Qualified Financing; (b) at the option of the holder, ~~2013~~at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a change in control of the Company, ~~sold~~as todefined anin ~~individual~~the ~~investor,~~February ~~454~~2015 Debenture. Upon the occurrence of a Qualified Financing,~~545~~ the February 2015 Debenture is convertible into shares of ~~its~~the Company’s common stock at ~~for~~a anconversion ~~aggregate~~price ~~purchase~~equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $500.13,~~000,~~ if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the February 2015 Debenture is convertible into shares of the Company’s common stock at $0.1113 per share. The quoted market price of the Company’s ~~did~~common ~~not~~stock on ~~incur~~February ~~any~~12, ~~offering~~2015 ~~costs~~was in$0.10 ~~connection~~per ~~with~~share. ~~this~~An ~~private~~aggregate ~~placement~~of 384,615 shares of the Company’s common stock can be issued pursuant to the February 2015 Debenture at the current conversion price of $0.13 per share.

OnThe ~~March~~February ~~22,~~2015 ~~2013,~~Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company’s common ~~sold~~stock equal to an20% ~~individual~~of ~~investor,~~the ~~454,545~~principal ~~shares~~amount of ~~its~~the related February 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock ~~for~~in ana ~~aggregate~~Qualified ~~purchase~~Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $500.13,~~000,~~ if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the February 2015 Debenture Warrant at the current exercise price of $0.1113 per share. ~~The~~All of the shares of the Company’s ~~incurred~~common ~~offering~~stock ~~costs~~underlying the February 2015 Debenture Warrant vest on the earlier of $5(a) one year from the February 2015 Debenture Warrant issuance date,~~000~~ inor ~~connection~~(b) ~~with~~the ~~this~~consummation ~~private~~of ~~placement~~a Qualified Financing. The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events.

OnThe ~~April~~Company ~~16,~~separately ~~2013,~~accounted for the ~~Company~~liability ~~sold~~and toequity ancomponents ~~individual~~of ~~investor,~~the ~~227,274~~February ~~shares~~2015 Debenture based upon the relative fair value of ~~its~~the ~~common~~liability ~~stock~~and ~~for~~equity ancomponents ~~aggregate~~on ~~purchase~~the ~~price~~ date of ~~$25~~issuance. As a result,~~000,~~ orthe Company recorded a discount of $~~0.11~~5,983 ~~per~~for the ~~share~~February 2015 Debenture to account for the relative fair value attributable to the February 2015 Debenture Warrant. The ~~Company~~$5,983 debt ~~did~~discount ~~not~~is ~~incur~~being ~~any~~accreted ~~offering~~as ~~costs~~interest inexpense ~~connection~~using ~~with~~the ~~this~~effective ~~private~~interest ~~placement~~method over the one-year term of the February 2015 Debenture.

~~Stock Option Plans~~F-19

~~The~~For ~~Company~~the ~~currently~~fiscal ~~has~~year ~~two~~ended ~~stock~~October ~~option~~31, ~~plans~~2015, ~~in place:~~ the ~~2002~~Company ~~Equity~~recorded ~~Incentive~~a ~~Plan~~total ~~and~~of ~~the~~$7,853 ~~2007 Equity Incentive Plan~~ (~~collectively~~$4, ~~the~~278 ~~“Equity Incentive Plans”~~accreted). ~~The~~of ~~2002~~interest ~~Equity~~expense ~~Incentive~~related ~~Plan~~to the ~~was~~February ~~approved~~2015 byDebenture. ~~the~~As ~~stockholders~~of onOctober ~~July~~31, 52015, ~~2002.~~$3,575 ~~The aggregate number~~ of ~~shares~~interest ofdue ~~common~~on ~~stock~~the ~~which~~February ~~could~~2015 ~~have~~Debenture ~~been~~was ~~awarded~~accrued ~~under~~and ~~the~~is included ~~2002~~as ~~Equity~~a ~~Incentive~~component ~~Plan~~of ~~was~~accrued ~~200,000 shares~~expenses. As of October 31, ~~2014~~2015, ~~options~~the tounamortized ~~purchase~~discount ~~123,500~~on ~~shares of~~ the ~~Company’s~~February ~~common~~2015 ~~stock~~Debenture ~~were~~was $1,705 ~~outstanding~~and ~~under~~ the ~~2002 Equity~~net ~~Incentive~~carrying ~~Plan.~~value ~~As a result~~ of the ~~adoption~~Debentures ofwas ~~the Company’s 2007 Equity Incentive Plan~~$48,295, nowhich ~~further~~was ~~awards~~recorded ~~are~~as ~~permitted under~~a ~~the~~component ~~2002~~of ~~Equity~~current ~~Incentive~~convertible ~~Plan~~debentures.

~~F-14~~September 2015 Convertible Debentures and Warrants

On ~~May~~September 3114, ~~2007~~2015, the ~~stockholders approved the~~ Company’s ~~2007~~issued ~~Equity~~10% ~~Incentive~~convertible ~~Plan.~~debentures ~~The 2007 Equity Incentive Plan was placed into effect in order~~ to ~~encourage~~three ~~and~~individual ~~enable~~investors ~~employees and directors of~~ (the ~~Company~~“September to2015 ~~acquire~~Debentures”). In orconnection ~~increase~~with ~~their~~the ~~holdings~~issuance of the ~~Company’s~~ ~~common~~September ~~stock~~2015 ~~and~~Debentures, ~~to promote these individual’s interests in~~ the Company ~~thereby~~issued ~~enhancing~~warrants (the ~~efficiency, soundness,~~“September ~~profitability,~~2015 ~~growth and stockholder value of the Company. The 2007 Equity Incentive Plan provides for awards in the~~Debenture ~~form~~Warrants”) ofto ~~restricted~~purchase shares, ~~incentive stock options, non-qualified stock options and stock appreciation rights. The original aggregate number~~ of ~~shares~~its of common stock ~~which~~equal ~~could be awarded under the 2007 Equity Incentive Plan was 300,000 shares, subject~~ to ~~adjustment as~~20% ~~provided~~of in the ~~2007~~aggregate ~~Equity~~principal ~~Incentive~~amount ~~Plan.~~of ~~Effective December 27, 2013, as permitted under~~ the ~~2007~~September ~~Equity~~2015 ~~Incentive Plan,~~Debentures. ~~the~~The ~~Company’s~~gross ~~board~~proceeds ofreceived ~~directors~~in ~~increased~~connection ~~the~~with ~~number~~this ofprivate ~~shares~~placement ofwere ~~common stock that could be awarded under the 2007 Equity Incentive Plan to 814~~$25,~~408 shares~~000. AsThe ofSeptember ~~October~~2015 ~~31,~~Debentures ~~2014,~~have ~~options~~a ~~to purchase 83,332 shares of the Company’s common stock~~one-year ~~were~~term ~~outstanding~~with ~~under~~principal ~~the 2007 Equity Incentive Plan~~ and upinterest todue ~~731~~September 14,~~076~~ ~~shares~~2016. ofThe ~~the~~September ~~Company’s~~2015 ~~common~~Debentures ~~stock~~bear ~~remain~~interest ~~available for~~at ~~awards~~a ~~under~~rate ~~the~~of ~~2007~~10% ~~Equity~~per ~~Incentive Plan~~annum.

~~Stock~~The entire principal and accrued interest amount of the September 2015 Debentures is convertible into shares of the Company’s common stock: (a) upon a Qualified Financing; (b) at the option ~~awards~~of ~~under~~the holder, at the ~~Equity~~maturity ~~Incentive~~date ~~Plans~~of ~~were~~the ~~granted~~September 2015 Debentures; or (c) at ~~prices~~the option of the holder, upon a change in control of the Company, as ~~determined~~defined in the September 2015 Debentures. Upon the occurrence of a Qualified Financing, the September 2015 Debentures are convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s ~~compensation~~common ~~committee,~~stock ~~but~~in ~~such~~the ~~prices~~Qualified ~~were~~Financing; ~~not~~(ii) ~~less~~80% ~~than~~of the ~~fair~~per ~~market~~share ~~value~~conversion price of any instrument convertible into shares of the Company'’s common stock, if no shares of the Company’s common stock onare issued in the ~~date~~Qualified ofFinancing; ~~grant~~or (iii) $0.065, ~~Stock~~if ~~options~~no ~~granted~~shares ~~and~~of ~~outstanding~~the ~~include~~Company’s ~~only~~common ~~non-qualified~~stock ~~options~~or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. ~~These~~On ~~non-qualified~~the ~~options~~maturity ~~vest~~date ~~over~~or upon a ~~period~~change in control of upthe toCompany, ~~five~~the ~~years~~September ~~and~~2015 ~~have~~Debentures are convertible ainto ~~maximum~~shares ~~term~~of the Company’s common stock at $0.065 per share. The quoted market price of ~~ten~~the ~~years~~Company’s ~~from~~common stock on September 14, 2015 was $0.065 per share. An aggregate of 384,615 shares of the ~~date~~Company’s common stock can be issued pursuant to the September 2015 Debentures at the current conversion price of ~~grant~~$0.065 per share.

AThe ~~summary~~September 2015 Debenture Warrants have a three year term and provides the holder the right to purchase shares of the Company’s common stock ~~option~~equal ~~transactions~~to ~~for~~20% ~~employees~~of ~~and~~the ~~directors~~principal ~~under~~amount of the ~~Equity~~related ~~Incentive~~September ~~Plans~~2015 ~~during~~Debenture divided by: (a) 80% of the ~~fiscal~~per ~~years~~share price ~~ended~~paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion ~~October~~price 31of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, ~~2014~~if ~~and~~no ~~2013~~shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.065, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is asnot ~~follows:~~consummated within one year from the September 2015 Debenture Warrants issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the September 2015 Debenture Warrants at the current exercise price of $0.065 per share. All of the shares of the Company’s common stock underlying the September 2015 Debenture Warrants vest on the earlier of (a) one year from the September 2015 Debenture Warrants issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the September 2015 Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events.

	StockOption Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2012		249,532		$	1.57	$	700
Granted during the period		--			--
Exercised during the period		--			--
Terminated during the period		(8,100	)	$	1.40
Outstanding at October 31, 2013		241,432		$	1.57	$	--
Granted during the period		--			--
Exercised during the period		--			--
Terminated during the period		(34,600	)	$	0.99
Outstanding at October 31, 2014		206,832		$	1.67	$	--
Exercisable at October 31, 2014		206,832		$	1.67	$	--
Exercisable at October 31, 2013		241,432		$	1.57	$	700

F-20

NoThe ~~stock~~Company ~~options~~separately ~~were~~accounted ~~granted~~for ~~during~~the liability and equity components of the ~~fiscal~~September ~~years~~2015 ~~ended~~Debentures ~~October~~based 31upon the relative fair value of the liability and equity components on the date of issuance. As a result, ~~2014~~the orCompany ~~2013~~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 is being accreted as interest expense using the effective interest method over the one-year term of the September 2015 Debentures.

~~F-15~~For the fiscal year ended October 31, 2015, the Company recorded a total of $840 ($518 accreted) of interest expense related to the September 2015 Debentures. As of October 31, 2015, $322 of interest due on the September 2015 Debentures was accrued and is included as a component of accrued expenses. As of October 31, 2015, the unamortized discount on the September 2015 Debentures was $3,504 and the net carrying value of the Debentures was $21,496, which was recorded as a component of current convertible debentures.

~~Information with~~9. ~~respect~~Notes ~~to outstanding options and options exercisable as of October 31, 2014 that were granted to employees is as follows:~~Payable

		Stock Options Outstanding						Stock Options Exercisable
ExercisePrice		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)
$	0.20		3,500	$	0.20		0.2		3,500	$	0.20		0.2
$	0.80		10,000	$	0.80		1.2		10,000	$	0.80		1.2
$	1.40		83,332	$	1.40		3.9		83,332	$	1.40		3.9
$	2.00		110,000	$	2.00		2.3		110,000	$	2.00		2.3
			206,832	$	1.67		2.8		206,832	$	1.67		2.8

Pursuant to the License Agreement (see Note 4), a cash payment of $105,000 is payable to Hickey as follows: (a) $50,000 is 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 is 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. As of October 31, 2015 and 2014, the Company classified the $105,000 due to Hickey as a non-current note payable (see Note 4).

~~Warrants to~~10. ~~Purchase~~Commitments ~~Common~~and ~~Stock~~Contingencies

OnExecutive ~~January~~Employment 8, 2014, Scivanta issued a warrant to purchase 250,000 shares of the Company’s common stock in connection with a consulting agreement with a third party for corporate finance consulting services. The warrant has a five year term, is exercisable at $0.13 per share and vested upon issuance. The fair value of the warrants on the date of issuance as calculated using the Black-Scholes model was $32,333, using the following weighted average assumptions: exercise price of $0.13 per share; common stock price of $0.13 per share; volatility of 249%; term of five years; dividend yield of 0%; interest rate of 1.77%; and risk of forfeiture of 0%.Agreements

AOn ~~summary~~January 1, 2008, the Company entered into an executive employment agreement with each of ~~warrant~~David ~~transactions~~R. ~~during~~LaVance, the ~~fiscal~~Company’s President ~~years~~and ~~ended~~Chief ~~October~~Executive 31Officer, ~~2014~~and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and ~~2013~~Secretary is(collectively, the “Employment Agreements”). The term of each of the Employment Agreements commenced on January 1, 2008 and renews annually, unless terminated as ~~follows:~~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.

	Warrant Shares			Weighted Average Exercise Price Per Common Share		Aggregate Intrinsic Value
Outstanding at October 31, 2012		93,000		$	1.19	$	--
Issued during the period		--			--
Exercised during the period		--			--
Terminated during the period		(73,000	)	$	1.41
Outstanding at October 31, 2013		20,000		$	0.40	$	--
Issued during the period		596,154		$	0.13
Exercised during the period		--			--
Terminated during the period		(20,000	)	$	0.40
Outstanding at October 31, 2014		596,154		$	0.13	$	--
Exercisable at October 31, 2014		250,000		$	0.13	$	--
Exercisable at October 31, 2013		20,000		$	0.40	$	--

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 reduce the annual base salary due to them to $0 until the Company has raised sufficient capital that would provide the Company the ability to pay either the original base salary of $275,000 or the reduced base salary of $200,000 or some other amount as mutually agreed upon by each of Mr. LaVance and/or Mr. Gifford and the Company’s board of directors.

F-1621

~~Warrants~~In ~~issued~~the byevent ~~the~~that ~~Company~~Mr. ~~contain~~LaVance ~~exercise~~or ~~prices~~Mr. Gifford is terminated without Good Cause (as ~~determined~~defined byin the ~~Company’s~~Employment ~~board~~Agreements ofand ~~directors~~used herein), or ~~but~~Mr. ~~such~~LaVance ~~exercise~~or ~~prices were~~Mr. ~~not~~Gifford ~~less~~terminates ~~than~~his ~~the~~employment ~~market~~for ~~value~~Good ofReason (as defined in the ~~Company's~~Employment ~~common~~Agreements ~~stock~~and onused ~~the~~herein), Mr. ~~date~~LaVance ofor ~~issuance~~Mr. ~~Warrants~~Gifford, ~~issued~~as ~~may~~the ~~vest~~case ~~over~~may abe, ~~period of~~will upbe entitled to ~~five~~receive ~~years~~a ~~and~~severance ~~have~~payment aequal ~~maximum~~to ~~term~~his ofannual ~~ten~~base ~~years~~salary in ~~from~~effect on the date of ~~issuance~~termination.

AsIn addition, in the event that within one-hundred eighty days of ~~October~~a 31Change of Control (as defined in the Employment Agreements and used herein) of the Company, ~~2014~~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 ~~weighted~~Company ~~average~~or ~~remaining~~its ~~contractual~~successor ~~life~~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 ~~warrants~~Mr. ~~outstanding~~LaVance ~~was~~or 3Mr.0 ~~years~~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 ~~for~~an ~~warrants~~amount ~~exercisable~~which is the lesser of (a) $150,000 and (b) the aggregate ~~was~~amount 4of any bonuses paid to Mr.2 ~~years~~LaVance or Mr. Gifford during the twelve months prior to the earlier of (i) the effective date of the Change of Control and (ii) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with the Company. Pursuant to the Employment Agreements, any severance payment to be paid by the Company to Mr. LaVance or Mr. Gifford is subject to the Company and Mr. LaVance or Mr. Gifford entering into and not revoking a release of claims in favor of the Company.

811. ~~Convertible~~Subsequent ~~Debentures~~Events

~~February~~Issuance ~~2007~~of ~~Convertible~~January ~~Debentures~~2016 Debenture and Warrant

On ~~February~~January 84, ~~2007~~2016, the Company issued 8a 10% convertible ~~debentures,~~debenture ~~dated~~to ~~February~~an 1,individual ~~2007,~~investor in(the an“January ~~aggregate~~2016 ~~principal~~Debenture”). In ~~amount~~connection with the issuance of ~~$250~~the January 2016 Debenture,~~000 to~~ ~~individual~~the ~~investors~~Company issued a warrant (the “~~February~~January ~~2007~~2016 ~~Debentures~~Debenture Warrant”). ~~The~~to ~~February~~purchase ~~2007~~shares ~~Debentures~~of ~~originally~~its ~~had~~common astock ~~three~~equal ~~year term,~~to ~~maturing~~20% onof ~~January~~the ~~31,~~aggregate ~~2010,~~principal ~~which~~amount ~~was~~of ~~initially~~the ~~extended to~~ January ~~31,~~2016 ~~2012~~Debenture. The Ongross ~~January~~proceeds ~~11,~~received ~~2012,~~in ~~the~~connection ~~Company~~with ~~issued~~ this private placement were $50,000. ~~shares~~The ofJanuary ~~common~~2016 ~~stock~~Debenture ashas ~~full~~a ~~payment~~one-year term ofwith ~~$50~~principal and interest due January 4,~~000~~ of2017. ~~outstanding~~The ~~principal~~January on2016 ~~certain~~Debenture ~~February~~bears ~~2007~~interest ~~Debentures~~at a rate of 10% per annum.

~~Effective~~The ~~January~~entire ~~31,~~principal ~~2012,~~and ~~certain~~accrued ~~holders~~interest amount of the ~~February~~January ~~2007~~2016 ~~Debentures~~Debenture ~~with~~is anconvertible ~~aggregate~~into ~~outstanding~~shares ~~principal~~of ~~amount~~the ofCompany’s ~~$175,000,~~common ~~agreed~~stock: to(a) ~~amend~~upon ~~such~~a ~~February~~Qualified ~~2007~~Financing; ~~Debentures~~(b) byat ~~extending~~the option of the holder, at the maturity date toof the January 312016 Debenture; or (c) at the option of the holder, ~~2014.~~upon Ina ~~addition~~change in control of the Company, ~~effective~~as defined in the January 2016 Debenture. Upon the occurrence ~~31,~~of ~~2012~~a Qualified Financing, athe ~~holder~~January 2016 Debenture is convertible into shares of the Company’s common stock at a ~~February~~conversion price ~~2007~~equal ~~Debenture~~to: ~~with~~(i) an80% ~~outstanding~~of ~~principal~~the ~~amount~~per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $250.065,~~000~~ ~~agreed~~if tono ~~amend~~shares ~~his~~of ~~February~~the ~~2007~~Company’s ~~Debenture~~common bystock ~~extending~~or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date toor ~~July~~upon 31a change in control of the Company, ~~2012.~~the ~~The~~January 2016 Debenture is convertible into shares of the Company’s ~~has~~common ~~not~~stock ~~made~~at ~~payment~~$0.065 onper share. The quoted market price of the ~~remaining~~Company’s ~~outstanding~~common ~~February 2007~~stock ~~Debentures~~on ~~and~~January 4, as2016 was a$0.025 ~~result~~per share. An aggregate of 769,230 ~~such~~shares ~~obligations~~of the Company’s common stock can be ~~placed~~issued inpursuant ~~default~~to bythe January 2016 Debenture at the ~~holders~~current conversion price of $0.065 per share.

The February 2007 Debentures bear interest at a rate of 8% per annum. Interest is payable in annual installments on February 1 of each year, 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.F-22

UpThe toJanuary ~~50%~~2016 ofDebenture ~~the~~Warrant ~~aggregate~~has ~~principal~~a ~~amount~~three ofyear ~~the~~term ~~February~~and ~~2007~~provides ~~Debentures~~the isholder ~~convertible~~the ~~into~~right to purchase shares of the Company’s ~~common~~ common stock atequal ~~the~~to ~~option~~20% of the ~~holders~~principal atamount aof ~~conversion~~the ~~price~~related ofJanuary ~~$2.00~~2016 ~~per~~Debenture ~~share.~~divided ~~The~~by: ~~remaining~~(a) 5080% of the ~~aggregate~~per ~~principal~~share ~~amount~~price paid by the purchasers of the ~~February~~Company’s ~~2007~~common ~~Debentures~~stock isin ~~convertible~~a atQualified ~~the~~Financing; ~~option~~(b) 80% of the ~~holders~~per atshare a conversion price of ~~$3.00~~any ~~per~~instrument ~~share.~~convertible ~~The~~into ~~fair value~~shares of the Company’s common stock onissued ~~February~~in 1a Qualified Financing, ~~2007~~if ~~was~~no ~~$2.00~~shares ~~per~~of the ~~share.~~Company’s Ancommon ~~aggregate~~stock ~~amount~~are ofissued 83in the Qualified Financing; or (c) $0.065,~~334~~ if no shares of the Company’s common stock ~~can~~or beno ~~issued~~instruments ~~upon~~convertible into shares of the ~~full~~Company’s ~~conversion~~common ofstock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the ~~outstanding~~January ~~principal~~2016 Debenture Warrant issuance date. An aggregate of 153,846 shares of the ~~February~~Company’s ~~2007~~common ~~Debentures.~~stock ~~The~~can ~~February~~be ~~2007~~issued ~~Debentures also~~under ~~contain~~the ~~demand~~January ~~registration~~2016 ~~rights~~Debenture ~~upon~~Warrant at the ~~request~~current exercise price of $0.065 per share. All of the ~~holders~~shares of ~~more~~the ~~than~~Company’s ~~50%~~common ofstock underlying the ~~aggregate~~January ~~principal~~2016 ~~amount~~Debenture ofWarrant vest on the ~~then~~earlier ~~outstanding~~of ~~February~~(a) ~~2007~~one ~~Debentures~~year orfrom the ~~securities~~January ~~issuable~~2016 ~~upon~~Debenture ~~the~~Warrant ~~conversion~~issuance ofdate, or (b) the ~~February~~consummation ~~2007~~of ~~Debentures.~~a Qualified Financing. The ~~Company~~exercise ~~has~~price ~~determined~~of ~~that~~ the ~~value~~January ~~attributable~~2016 Debenture Warrant will be subject to ~~the~~adjustment ~~demand~~for ~~registration~~stock ~~rights~~dividends, isstock desplits, or ~~minimis~~similar events.

F-1723

OnINDEX ~~January~~OF 23, 2013, the Company issued an aggregate of 32,000 shares of its common stock to the holders of the February 2007 Debentures in satisfaction of $16,000 of interest due for the period February 1, 2011 through January 31, 2012. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.50 per share) as defined in the February 2007 Debentures (see Note 7).EXHIBITS

On April 16, 2013, the Company issued an aggregate of 145,454 shares of its common stock to the holders of the February 2007 Debentures in satisfaction of $16,000 of interest due for the period February 1, 2012 through January 31, 2013. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.11 per share) as defined in the February 2007 Debentures (see Note 7).

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).

On April 30, 2014, the Company issued an aggregate of 123,078 shares of its common stock to the holders of the February 2007 Debentures in satisfaction of $16,000 of interest due for the period February E-1, 2013 through January 31, 2014. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.13 per share) as defined in the February 2007 Debentures (see Note 7).

For the fiscal years ended October 31, 2014 and 2013, the Company recorded a total of $16,000 and $15,900, respectively, of interest expense related to the February 2007 Debentures. As of October 31, 2014, $11,968 of interest due on the February 2007 Debentures was accrued and is included as a component of accrued expense. As of October 31, 2014 and 2013, the Company classified the $200,000 outstanding principal of the February 2007 Debentures as a component of current convertible debentures.

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.

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).

~~May 2011 Convertible Debenture~~E-2

On May 20, 2011, the Company issued an 8% convertible debenture in the 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. Effective May 20, 2014, the holder agreed to a new maturity date of May 20, 2015. Interest is payable in annual installments, on May 20 of each year, 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.

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).

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 $0.30 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 $0.30 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. The quoted market price of the Company’s common stock as of May 20, 2011 was $0.10 per share. An aggregate of 333,333 shares of common stock can be issued upon the full conversion of the May 2011 Debenture.E-3

On January 23, 2013, the Company issued 16,000 shares of its common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period May 20, 2011 through May 19, 2012. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.50 per share) as defined in the May 2011 Debenture.

Exhibit
Number		Description of Exhibit
21.1		Subsidiaries of Scivanta Medical Corporation

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 annual report on Form 10-K for the fiscal year ended October 31, 2015, 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.

~~F-18~~* Constitutes a management contract

On January 8, 2014, the Company issued 57,143 shares of its common stock to the May 2011 Debenture holder in satisfaction of $8,000 of interest due for the period May 20, 2012 through May 19, 2013. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.14 per share), as defined in the May 2011 Debenture.E-4

For each of the fiscal years ended October 31, 2014 and 2013, the Company recorded a total of $8,002 of interest expense related to the May 2011 Debenture. As of October 31, 2014, $11,622 of interest due on the May 2011 Debenture was accrued and is included as a component of accrued expense. As of October 31, 2014 and 2013, the Company classified the $100,000 outstanding principal of 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 amount of $100,000 to an institutional investor (the “August 2012 Debenture”). The August 2012 Debenture has a three year term maturing on August 15, 2015 and bears interest at a rate of 8% per annum. Interest is payable in annual installments on August 15 of each year, 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 August 2012 Debenture.

The entire principal amount of the August 2012 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 $0.40 per share. In addition, at the option of the Company and subject to certain restrictions provided in the August 2012 Debenture, the entire principal amount of the August 2012 Debenture is convertible into shares of the Company’s common stock at a conversion price of $0.40 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. The quoted market price of the Company’s common stock as of August 15, 2012 was $0.40 per share. An aggregate of 250,000 shares of the Company’s common stock can be issued upon the full conversion of the August 2012 Debenture.

On January 8, 2014, the Company issued 57,143 shares of its common stock to the August 2012 Debenture holder in satisfaction of $8,000 of interest due for the period August 15, 2012 through August 15, 2013. The number of shares issued as payment of the interest due was calculated based on the market price of the Company’s common stock ($0.14 per share), as defined in the August 2011 Debenture.

For the fiscal years ended October 31, 2014 and 2013, the Company recorded a total of $8,002 and $8,068, respectively of interest expense related to the August 2012 Debenture. As of October 31, 2014, $9,802 of interest due on the August 2012 Debenture was accrued and is included as a component of accrued expense.

F-19

As of October 31, 2014, the Company classified the $100,000 outstanding principal on the August 2012 Debenture as a component of current convertible debentures and as of October 31, 2013, the Company recorded the $100,000 of outstanding principal on the August 2012 Debenture as a component of non-current convertible debentures.

December 2013 and April 2014 Convertible Debentures and Warrants

On December 12, 2013, the Company issued 10% convertible debentures to two individual investors (the “December 2013 Debentures”) and on April 1, 2014, the Company issued a 10% convertible debenture 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 gross proceeds received in connection with this private placement were $225,000. The Debentures have 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 has not made payment on outstanding principal of the December 2013 Debentures that was due on December 12, 2014 and, as a result, such obligations can be placed in default by the holders.

The entire principal and accrued interest amount of the Debentures is convertible into shares of the Company’s common stock at the option of the holder: (a) upon the Company issuing equity securities and/or debt in a transaction or a series of transactions resulting in aggregate gross proceeds to the Company of at least $3,000,000 (a “Qualified Financing”); (b) at the maturity date of the Debentures; or (c) upon a change in control of the Company, as defined in the Debentures. Upon the occurrence of a Qualified Financing, the Debentures are convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the Debentures are convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on both December 12, 2013 and April 1, 2014 was $0.13 per share. An aggregate of 1,730,769 shares of the Company’s common stock can be issued pursuant to the Debentures at the current conversion price of $0.13 per share.

The Debenture Warrants have a three year term and provide the holders the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related Debenture divided by: (a) 80% of the per share price paid by the purchasers of Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock are issued in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock are issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the Debenture Warrants issuance date. An aggregate of 346,154 shares of the Company’s common stock can be issued under the Debenture Warrants at the current exercise price of $0.13 per share. All of the shares of the Company’s common stock underlying the Debenture Warrants vest on the earlier of (a) one year from the Debenture Warrants issuance date, and (b) the consummation of a Qualified Financing. The exercise price of the Debenture Warrants will be subject to adjustment for stock dividends, stock splits, or similar events.

F-20

The fair value of the Debenture Warrants on the date of issuance as calculated using the Black-Scholes model was $43,989, using the following weighted average assumptions: exercise price of $0.13 per share; common stock price of $0.13 per share; volatility of 271% (December 2013 issuance) and 250% (April 2014 issuance); term of three years; dividend yield of 0%; interest rate of 0.62% (December 2013 issuance) and 0.91% (April 2014 issuance); and risk of forfeiture of 0%.

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 is being accreted as interest expense using the effective interest method over the one-year term of the Debentures.

For the fiscal year ended October 31, 2014, the Company recorded a total of $46,811 ($29,058 accreted) of interest expense related to the Debentures. As of October 31, 2014, $17,753 of interest due on the Debentures was accrued and is included as a component of accrued expenses. As of October 31, 2014, the unamortized discount on the Debentures was $7,738 and the net carrying value of the Debentures was $217,262, which was recorded as a component of current convertible debentures.

9. Notes Payable

Note Payable – Hickey

Pursuant to the License Agreement, as amended (see Note 4), a cash payment of $105,000 is payable to Hickey as follows: (a) $50,000 is 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 is 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. As of October 31, 2014 and 2013, the Company classified the $105,000 due to Hickey as a component of non-current notes payable.

Notes Payable – Insurance

On March 20, 2013, the Company entered into a finance agreement with IPFS Corporation (“IPFS”). Pursuant to the terms of this finance agreement, IPFS loaned the Company the principal amount of $20,220, 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 required the Company to make nine monthly payments of $2,335, including interest, commencing April 13, 2013. For the fiscal years ended October 31, 2014 and 2013, the Company recorded a total of $54 and $739, respectively, of interest expense related to this finance agreement. As of October 31, 2014, this obligation was paid in full. As of October 31, 2013, the outstanding principal balance related to this finance agreement was $4,615, which was classified as a component of current notes payable.

F-21

10. Commitments and Contingencies

Executive Employment Agreements

On January 1, 2008, the Company entered into an executive employment agreement with each of David R. LaVance, the Company’s President and Chief Executive Officer, and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial Officer and Secretary (collectively, the “Employment Agreements”). The term of each of the Employment Agreements commenced on January 1, 2008 and renews annually, 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.

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 (a) $150,000 and (b) the aggregate amount of any bonuses paid to Mr. LaVance or Mr. Gifford during the twelve months prior to the earlier of (i) the effective date of the Change of Control and (ii) the date Mr. LaVance’s or Mr. Gifford’s employment terminates with the Company. Pursuant to the Employment Agreements, any severance payment to be paid by the Company to Mr. LaVance or Mr. Gifford is subject to the Company and Mr. LaVance or Mr. Gifford entering into and not revoking a release of claims in favor of the Company.

On January 23, 2013, the Company issued 588,236 shares of common stock (294,118 shares of common stock to each of Mr. LaVance and Mr. Gifford) as full payment of the $200,000 of accrued compensation due under the Employment Agreements (see Note 7).

F-22

11. Subsequent Events

On February 12, 2015, the Company issued a 10% convertible debenture 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 gross proceeds received in connection with this private placement were $50,000. The February 2015 Debenture has 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 entire principal and accrued interest amount of the February 2015 Debenture is convertible into shares of the Company’s common stock: (a) upon the Company issuing equity securities and/or debt in a Qualified Financing; (b) at the option of the holder, at the maturity date of the February 2015 Debenture; or (c) at the option of the holder, upon a change in control of the Company, as defined in the February 2015 Debenture. Upon the occurrence of a Qualified Financing, the February 2015 Debenture is convertible into shares of the Company’s common stock at a conversion price equal to: (i) 80% of the per share price paid by the purchasers of the Company’s common stock in the Qualified Financing; (ii) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock, if no shares of the Company’s common stock are issued in the Qualified Financing; or (iii) $0.13, if no shares of the Company’s common stock or instruments convertible into shares of the Company’s common stock are issued in the Qualified Financing. On the maturity date or upon a change in control of the Company, the February 2015 Debenture is convertible into shares of the Company’s common stock at $0.13 per share. The quoted market price of the Company’s common stock on February 12, 2015 was $0.10 per share. An aggregate of 384,615 shares of the Company’s common stock can be issued pursuant to the February 2015 Debenture at the current conversion price of $0.13 per share. The Company will use the proceeds received in this private placement for working capital purposes.

The February 2015 Debenture Warrant has a three year term and provides the holder the right to purchase shares of the Company’s common stock equal to 20% of the principal amount of the related February 2015 Debenture divided by: (a) 80% of the per share price paid by the purchasers of the Company’s common stock in a Qualified Financing; (b) 80% of the per share conversion price of any instrument convertible into shares of the Company’s common stock issued in a Qualified Financing, if no shares of the Company’s common stock is issued in the Qualified Financing; or (c) $0.13, if no shares of the Company’s common stock or no instruments convertible into shares of the Company’s common stock is issued in a Qualified Financing or if a Qualified Financing is not consummated within one year from the February 2015 Debenture Warrant issuance date. An aggregate of 76,923 shares of the Company’s common stock can be issued under the February 2015 Debenture Warrant at the current exercise price of $0.13 per share. All of the shares of the Company’s common stock underlying the February 2015 Debenture Warrant vest on the earlier of (a) one year from the February 2015 Debenture Warrant issuance date, or (b) the consummation of a Qualified Financing. The exercise price of the February 2015 Debenture Warrant will be subject to adjustment for stock dividends, stock splits, or similar events.

F-23

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 to: RL & KC, LLC on December 12, 2013 for $100,000, James C. Czirr Trust U/A/D February 20, 2004 on December 12, 2013 for $50,000, Chris Hynes on April 1, 2014 for $75,000 and to Turn Two Investments LLC on February 12, 2015 for $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).
10.4*		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).
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).

E-2

Exhibit Number		Description of Exhibit
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 annual report on Form 10-K for the fiscal year ended October 31, 2014, 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.

* Constitutes a management contract

** Pursuant to Rule 406T of Regulation S-T, the interactive data files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

E-4

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