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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB/A
AMENDMENT NO. 1

ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

Commission file number 333-09349

AVAX TECHNOLOGIES, INC.(Name of small business issuer in its charter)

|Delaware(State or other jurisdiction
of incorporation or organization)                        |  | 13-3575874(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|9200 Indian Creek Parkway
Suite 200
Overland Park, KS(Address of principal executive offices) |  | 66210(Zip Code)                               
|Issuer's telephone number:(913) 693-8491                                                     

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

Securities
registered under Section 12(g) of the Exchange Act: Common Stock, par value $.004 per share(Title of class)

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

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

The
issuer's revenues for the period ended December 31, 2002 were $770,743.

As
of February 28, 2003, 19,210,846 shares of the registrant's common stock, par value $.004 per share, were outstanding or are issuable upon conversion of the outstanding shares
of Series C Preferred Stock. The aggregate market value of the voting and common equity held by non-affiliates (assuming 100% conversion of the outstanding shares of preferred
stock) computed by reference to the reported closing price of the common stock on the Nasdaq Stock Market, on February 28, 2003, was $2,479,492.

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Act). Yes o No ý

The
aggregate market value of the common stock held by non-affiliates of the registrant (based upon the last reported sale price on the Nasdaq SmallCap Market) on the last
business day of the registrant's most recently completed second fiscal quarter was approximately $8,010,665.

Documents
incorporated by reference: None.

Transitional
Small Business Disclosure Format: Yes o        No ý

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AVAX Technologies, Inc.        Index to Form 10-KSB/A        Amendment No. 1

|               |  |                                                                                                                 |  | Page
|-------------- |  | --------------------------------------------------------------------------------------------------------------- |  | ----
|PART III      
|Item 9.        |  | Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act |  | 2   
|Item 10.       |  | Executive Compensation                                                                                          |  | 3   
|Item 11.       |  | Security Ownership of Certain Beneficial Owners and Management                                                  |  | 6   
|Item 12.       |  | Certain Relationships and Related Transactions                                                                  |  | 8   
|Item 13.       |  | Exhibits and Reports on Form 8-K                                                                                |  | 8   
|Signatures     |  | 9                                                                                                              
|Certifications |  | 10                                                                                                             

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

In this Report, in other filings with the SEC and in press releases and other public communications throughout the year, AVAX Technologies, Inc. ("AVAX" or
the "Company") makes, or will make statements that plan for or anticipate the future. These forward-looking statements include statements about the future of biotechnology products and the
biopharmaceutical industry, statements about AVAX's future business plans and strategies, and other statements that are not historical in nature. These forward-looking statements are based on the
Company's current expectations. Many of these statements are found in the "Description of Business" section beginning on page 1.

Forward-looking
statements may be identified by words or phrases such as "believe," "expect," "anticipate," "should," "planned," "may," "estimated" and "potential." The Private
Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. In order to comply with the terms of the safe harbor, and because forward-looking statements involve
future risks and uncertainties, listed below are a variety of factors that could cause actual results and experience to differ materially from the anticipated results or other expectations expressed
in the Company's forward-looking statements. These factors might include:



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AVAX Technologies, Inc.
PART III

ITEM 9.    Directors, Executive Officers, Promoters And Control Persons; Compliance with Section 16(a) of the Exchange Act

Executive Officers and Directors

The executive officers and directors of the Company, as of April 25, 2003, as well as certain information about them, are as follows:

Name

Age

Position with the CompanyRichard P. Rainey

36

President and Corporate SecretaryEdson D. de Castro

64

DirectorAndrew W. Dahl, Sc.D.

60

DirectorJohn K. A. Prendergast, Ph.D.

48

DirectorCarl Spana, Ph.D.

40

Director


Richard P. Rainey, C.P.A.,has been the President and Secretary of the Company since December 2002, Vice President for Finance and
Administration since March 28, 2001, and previously served as Controller of the Company since September 1998. Prior to joining the Company, Mr. Rainey was a partner with
Rainey & Rainey, a certified public accounting firm that he founded in 1993. During that period, Rainey & Rainey provided accounting and consulting services to corporations with an
emphasis in health care. From 1988 to 1993, Mr. Rainey was an associate with Ernst & Young, LLP specializing in auditing and consulting. Mr. Rainey received his B.S. in Accounting
from Pennsylvania State University in 1988.

Edson D. de Castrohas been a member of the Board of Directors of the Company since October 1993. Since 1990, Mr. de Castro
has been consulting for companies and participating as a member of certain Boards of Directors. Mr. de Castro was one of five co-founders of Data General Corporation in 1968 for
which, from 1968 to 1989, he served as its President and Chief Executive Officer, and from 1989 to 1990, he served as its Chairman of the Board of Directors. From 1995 to 1997, Mr. de Castro
was the Chief Executive Officer and Chairman of the Board of Directors of Xenometrix, Inc. Mr. de Castro was a founder and Executive Committee Member of the Massachusetts High Tech
Council. Mr. de Castro is a Trustee of Boston University. Mr. de Castro received his B.S. in Electrical Engineering from the University of Lowell in 1960.

Andrew W. Dahl, Sc.D.,has been a director of the Company since September 1999. Dr. Dahl has served as President and CEO of
Evolution Benefits, a Division of Evolution Health, LLC., since July 2000. From July 1994 through December 1999, Dr. Dahl served as the President and Chief Executive
Officer of HealthNet, Inc. From July 1990 through March 1994, Dr. Dahl served as President and Chief Executive Officer of IVF America, Inc. (now known as IntegraMed
America), where he was instrumental in taking the corporation public. Dr. Dahl also served as Executive Vice President and Chief Operating Officer of
St. John Health and Hospital Corporation in Detroit, a university-affiliated medical center, and was Vice President for Development of the Hospital Corporation of America, Management Company.
Dr. Dahl received his Sc.D. from The Johns Hopkins University and a M.P.A. from Cornell University. Dr. Dahl is also a fellow in the American College of Health Care Executives.

John K. A. Prendergast, Ph.D.,has been a director of the Company since July 1996. Dr. Prendergast has served as President
and principal of Summercloud Bay, Inc., a biotechnology-consulting firm, since 1993. He is a co-founder and/or a member of the Board of Ingenex, Inc., Atlantic

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Pharmaceuticals, Inc., Optex Ophthamologics, Inc., Gemini Gene Therapies, Inc., Channel Therapeutics, Inc., Xenometrix, Inc., Avigen, Inc., and Palatin
Technologies, Inc. From October 1991 through December 1997, Dr. Prendergast was a Managing Director of Paramount Capital Investments, LLC and a Managing Director of The
Castle Group Ltd. Dr. Prendergast received his M.Sc. and Ph.D. from the University of New South Wales, Sydney, Australia and a C.S.S. in Administration and Management from Harvard
University.

Carl Spana, Ph.D., has been a Director of the Company since September 1995 and was its Interim President from August 1995 to
June 15, 1996. Dr. Spana is currently an Executive Vice President and Chief Executive Officer of Palatin Technologies, Inc. Since June 1996, Dr. Spana has served as
Executive Vice President and Chief Technology Officer of RhoMed Incorporated. From 1993 to 1996, Dr. Spana was responsible for discovering, evaluating, and commercializing new biotechnologies
through his work at Paramount Capital Investments, LLC where he was an Associate Director. Dr. Spana has been a co-founder of several private biotechnology firms. From 1991 to 1993,
Dr. Spana was a Research Associate at Bristol-Myers Squibb where he was involved in scientific research in the field of immunology that led to the initiation of several new drug discovery
programs. Dr. Spana currently is a member of the Board of Directors of Palatin Technologies, Inc. Dr. Spana received his Ph.D. in Molecular Biology from The Johns Hopkins
University and a B.S. in Biochemistry from Rutgers University.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors, executive officers and holders of more than 10% of the
Company's Common Stock (collectively, "Reporting Persons") to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and reports of changes in ownership of Common Stock.
The Reporting Persons are required by regulations of the SEC to furnish the Company with copies of all such filings. Specific due dates for these reports have been established and the Company is
required to identify those persons who failed to timely file these reports. Based on its review of the copies of filings received by it with respect to the fiscal year ended December 31, 2002,
and written representations from certain Reporting Persons, the Company believes that all Reporting Persons complied with the Section 16(a) filing requirements in the year ended
December 31, 2002.

ITEM 10.    Executive Compensation

Executive Compensation

The following Summary Compensation Table sets forth the compensation earned by the persons serving as the Company's chief executive officer and the other named
executive officers (the "Named Executive Officers") for the last three fiscal years. The Company has no long-term incentive plans.

On
December 19, 2002, the Company agreed to terminate the employment of both David L. Tousley, the Company's then President, Chief Operating Officer and Chief Financial Officer
and a member of the Board of Directors and Warren B. Dudley, the Company's then Chief Business Officer, in an effort to further conserve the cash resources of the Company. The agreements were
effective as of December 14, 2002. Pursuant to existing employment agreements with Messrs. Tousley and Dudley, the Company paid each a severance payment equal to their then current
annual base salary plus certain annual insurance expense. The Company entered into Severance Agreements with Mr. Tousley and Mr. Dudley, each dated as of December 14, 2002, which
Severance Agreements were filed by the Company with its Current Report on Form 8-K dated December 19, 2002. The following table includes the compensation of the current
officers of the Company as well as compensation paid to Messrs. Tousley and Dudley in 2000, 2001 and 2002 and the positions held by them with the Company in 2002.

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Summary Compensation Table  Annual Compensation

|Name and Principal Position                                                                                 |  | Year           |  | Salary
($) |                         | Bonus
($) |     | Shares of Common
Stock Underlying
Options/SARs
(#) |  | All Other
Compensation
($) | 
|----------------------------------------------------------------------------------------------------------- |  | -------------- |  | ---------- | ----------------------- | --------- | --- | -------------------------------------------------- |  | -------------------------- | 
|Richard P. Rainey, C.P.A.
President, Vice President for Finance and Administration and Corporate Secretary |  | 2002
2001
2000 |  | $$$        | 147,875
133,068
101,249 |           | $$$ | 0
24,000
20,000                                    |  | -0-
180,000
25,000         | 
|David L. Tousley
President, Chief Operating Officer, Chief Financial Officer and Corporate Secretary       |  | 2002
2001
2000 |  | $$$        | 258,375
253,750
202,500 |           | $$  | -0-
91,000
50,000                                  |  | -0-
370,104
30,000         | 
|Warren B. Dudley
Chief Business Officer                                                                    |  | 2002
2001
2000 |  | $$$        | 215,625
216,666
190,000 |           | $$  | -0-
60,000
45,000                                  |  | -0-
180,000
30,000         | 

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In February 2003, the Company paid Mr. Rainey a $150,000 retention bonus (the "Retention Bonus") to induce Mr. Rainey to
remain in employment with the Company in view of its then current financial circumstances and prospects. In exchange for this payment, Mr. Rainey agreed to remain an employee
of the Company for at least the next 12 months in accordance with the terms and conditions of his Employment Agreement, as amended. At that time, the Company and Mr. Rainey entered into
a letter agreement amending his employment agreement with the Company. The employment agreement, as amended is described below under "Employment Agreement."

Options

No stock options were granted to any employees or directors in 2002. The Company has not granted any stock appreciation rights.

The
following table sets forth certain information concerning stock options held by the Named Executive Officers on December 31, 2002. No stock options were exercised by the Named
Executive Officers during the year ended December 31, 2002.

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Aggregate Option Exercises In Last Fiscal Year and Fiscal Year-End Option Values

|                          |  |     |  | Number of Securities
Underlying Unexercised
Options at
December 31, 2002 |  | Value of Unexercised
In-The-Money Options at
December 31, 2002 (1)
|------------------------- |  | --- |  | ------------------------------------------------------------------------ |  | ------------------------------------------------------------------
|
|Richard P. Rainey, C.P.A. |  | -0- |  | 166,250                                                                  |  | 143,750                                                           
|David L. Tousley          |  | -0- |  | 471,252                                                                  |  | 293,957                                                           
|Warren B. Dudley          |  | -0- |  | 155,625                                                                  |  | 204,375                                                           

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Employment Agreement

Richard P. Rainey.On June 28, 1998, the Company entered into a letter of employment with Richard P. Rainey, pursuant
to which Mr. Rainey became the Controller of the Company. Effective March 26, 2001, the Company entered into an Employment Agreement with Mr. Rainey in order to amend and restate
the terms of the employment letter. Effective February 13, 2003, the Company and Mr. Rainey entered into a letter agreement to amendment the Employment Agreement. References below to the
Employment Agreement mean the Employment Agreement, as so amended.

Pursuant
to the terms of the Employment Agreement, Mr. Rainey served as the Vice President of Finance and Administration of the Company. In accordance with the
February 2003 amendment, Mr. Rainey now serves as the Company's President. The Employment Agreement is for an initial period of three years ending March 26, 2004. Not less than
nine months before the end of the initial employment period or any renewal period, the Company and Mr. Rainey will negotiate whether to extend the term of the Agreement for a further three year
period.

Under
the terms of the Employment Agreement, Mr. Rainey receives a current annual base salary of $190,000 and is entitled to receive a discretionary annual incentive bonus
targeted to be 30% of his base salary. Mr. Rainey previously received options to acquire an aggregate 310,000 shares of Common Stock at various exercise prices ranging from $0.906 to $3.063 per
share. All such options vest at a rate of 1/16 per quarter over a four-year period, and are exercisable for a period of seven years from their grant date. Mr. Rainey is also
entitled to additional stock options at the sole discretion of the Company's Board of Directors.

If,
at any time prior to February 12, 2004, (i) Mr. Rainey's employment is terminated by the Company without "just cause," or (ii) Mr. Rainey
terminates his employment for "good reason," Mr. Rainey will keep the Retention Bonus in full satisfaction of any payment or amount that the Company might otherwise owe to Mr. Rainey
under the Employment Agreement prior to the February 2003 amendment upon such termination (other than accrued and unpaid base salary up to the date of termination). If, however, prior to
February 12, 2004, (i) Mr. Rainey terminates his employment with the Company without good reason, or (ii) Mr. Rainey is terminated by the Company for just cause,
then Mr. Rainey is obligated to repay to the Company the full amount of the Retention Bonus within ten (10) days from the date of termination. In addition, subject to the following
paragraph, by accepting the Retention Bonus Mr. Rainey waived any rights to any severance payment or benefit from the Company upon termination of his employment that he might otherwise have
been entitled and Mr. Rainey acknowledged that any such obligation on the part of the Company is fully satisfied.

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The
Employment Agreement, prior to the February 2003 amendment, provided that Mr. Rainey is to receive a lump sum payment equal to two times his Base Salary (the "Double
Payment") upon termination of his employment following a Change in Control, as defined in the Employment Agreement. By accepting the Retention Bonus Mr. Rainey waived his right to receive the
Double Payment upon termination following a Change of Control and amended this provision of the Employment Agreement to provide that upon termination, following a Change of Control, for any reason
other than due to Mr. Rainey's death or to his disability, by the Company for other than just cause or by Mr. Rainey for good reason, then the Company is required to pay
Mr. Rainey, as his sole damages for such termination, a lump sum payment equal to $190,000. Such amount will not be set-off against amounts earned from alternative employment. In
addition, any stock options granted to Mr. Rainey will thereupon become immediately vested.

The
Employment Agreement also contains a two-year covenant not to compete (assuming Mr. Rainey is dismissed for cause), a three-year covenant not to
disclose confidential information and an 18-month non-solicitation agreement.

Compensation of Directors

Effective November 2, 2001, the Company elected to pay its non-employee directors a fee of $4,000 per meeting for Board meetings attended in
person, $1,000 per meeting for committee meetings attended in person and $500 per meeting for telephonic Board and committee meetings. In 2002, the Company had 2 in person Board meetings, no in person
committee meetings, and 14 telephonic Board or committee meetings.

ITEM 11.    Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of April 21, 2003, certain information regarding the beneficial ownership of the Common Stock and the Series C
Convertible Preferred Stock (assuming full conversion into Common Stock) (i) by each person known by the Company to be the beneficial owner of more than five percent of the outstanding shares
of the Common Stock, (ii) by each of the Named Executive Officers (as defined herein) and directors of the Company and (iii) by all executive officers and directors of the Company as a
group. The Named Executive Officers include David L. Tousley and Warren B. Dudley, both of whom were terminated, at the recommendation of management in December 2002.

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|Name and Address of Beneficial Owner                            |                                                                                                          | Title of Stock |              | Number
of Shares |           | Percentage
of Class
Beneficially Owned (1) |      
|--------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------- | -------------- | ------------ | ---------------- | --------- | ------------------------------------------ | -----
|Named Executive Officers and Directors (2)                      |                                                                                                          |                |              |                  |           |                                            |      
|                                                                | David L. Tousley (3)                                                                                     |                | Common Stock |                  | 537,527   |                                            | 2.72 
|                                                                | Warren B. Dudley (3)                                                                                     |                | Common Stock |                  | 193,125   |                                            | 1.00 
|                                                                | Richard P. Rainey, C.P.A. (4)                                                                            |                | Common Stock |                  | 203,625   |                                            | 1.05 
|                                                                | Edson D. de Castro (5)                                                                                   |                | Common Stock |                  | 145,762   |                                            | *    
|                                                                | Andrew W. Dahl, Sc.D. (6)                                                                                |                | Common Stock |                  | 44,722    |                                            | *    
|                                                                | John K.A. Prendergast, Ph.D. (7)                                                                         |                | Common Stock |                  | 171,929   |                                            | *    
|                                                                | Carl Spana, Ph.D. (8)                                                                                    |                | Common Stock |                  | 171,929   |                                            | *    
|All executive officers and directors as a
group (5 persons) (9) |                                                                                                          | Common Stock   |              | 737,967          |           | 3.73                                       | %    
|5% Shareholders                                                 |                                                                                                          |                |              |                  |           |                                            |      
|                                                                | Essex Woodlands Health Ventures
Fund IV, L.P. (10)
190 South LaSalle Street
Suite 2800
Chicago, IL 60603 |                | Common Stock |                  | 1,974,967 |                                            | 10.10

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ITEM 12.    Certain Relationships and Related Transactions

None.

ITEM 13.    Exhibits and Reports on Form 8-K

Exhibits
are listed on the Index to Exhibits at the end of this Report.

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

|                     |  | AVAX TECHNOLOGIES, INC.
|-------------------- |  | -----------------------
|Date: April 29, 2003 |  | By:                    

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.

|Signature                        |  | Name & Title                                                                        |  | Date          
|-------------------------------- |  | ----------------------------------------------------------------------------------- |  | --------------
|/s/RICHARD P. RAINEY             |  | Richard P. Rainey
President (Principal Executive, Financial and
Accounting Officer) |  | April 29, 2003
|/s/EDSON D. DE CASTRO            |  | Edson D. de Castro
Director                                                         |  | April 29, 2003
|/s/JOHN K. A. PRENDERGAST, PH.D. |  | John K. A. Prendergast, Ph.D.
Director                                              |  | April 29, 2003
|/s/CARL SPANA, PH.D.             |  | Carl Spana, Ph.D.
Director                                                          |  | April 29, 2003
|/s/ANDREW W. DAHL, SC.D.         |  | Andrew W. Dahl, Sc.D.
Director                                                      |  | April 29, 2003

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CERTIFICATIONS

I,
Richard P. Rainey, certify that:

1.    I
have reviewed this annual report on Form 10-KSB of AVAX Technologies, Inc.;

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

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

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the registrant and we have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent function):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material
weaknesses.

Date:    April
29, 2003

|/s/RICHARD P. RAINEYRichard P. Rainey
President (Principal Executive Officer and
Principal Financial Officer) |  | 
|------------------------------------------------------------------------------------------------------------- |  | 

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EXHIBIT INDEX

|Exhibit No. |  | Description                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|99.1        |  | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code.*

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