Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-QSB

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




For the quarterly period ended September 30, 2006



o
        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from _____________ to ___________

Commission file number0-29222



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AVAX TECHNOLOGIES, INC.

(Exact name of small business issuer as specified in its charter)



Delaware
        13-3575874(State or other jurisdiction of incorporation or organization)
        (I.R.S. Employer Identification No.)




2000 Hamilton Street

Suite 204

Philadelphia, Pennsylvania  19130

(Address of principal executive offices)



(215) 241-9760

(Issuers telephone number)



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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.

xYes
        oNo




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



State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date:  62,545,753 as of November 10, 2006.



Transitional
 Small Business Disclosure Format:
oYesxNo





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AVAX TECHNOLOGIES, INC.



Table of Contents





PagePART I - FINANCIAL INFORMATIONItem 1.
        
        Financial StatementsConsolidated BALANCE SHEETS  As of December 31, 2005 and September 30, 2006 (Unaudited)
        Page 3Consolidated STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited)  For the Three and Nine Months Ended September 30, 2006 and 2005 and for the Period from January 12, 1990 (Incorporation) through September 30, 2006
        Page 4Consolidated STATEMENTS OF CASH FLOWS (Unaudited)  For the Nine Months Ended September 30, 2006 and 2005 and for the Period from January 12, 1990 (Incorporation) through September 30, 2006
        Page 5Notes to Consolidated Financial Statements
        Page 7Item 2.
        
        Managements Discussion and Analysis or Plan of Operation
        Page 12Item 3.
        
        Controls and Procedures
        Page 19PART II - OTHER INFORMATIONItem 6.
        
        Exhibits
        Page 20Signatures
        Page 21






Page 2

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Table of Contents

PART I - FINANCIAL INFORMATION



Item 1.
        Financial Statements.




AVAX Technologies, Inc. and Subsidiaries

(a development stage company)

Consolidated Balance Sheets



December 31,2005
        
        September 30,2006(Unaudited)AssetsCurrent assets:Cash
        
        $
        5,573,150
        
        $
        2,444,530Accounts receivable
        
        
        77,574
        
        
        112,459Inventory
        
        
        12,715
        
        
        14,076VAT receivable
        
        
        81,505
        
        
        82,533Prepaid expenses and other current assets
        
        
        243,532
        
        
        128,855Total current assets
        
        
        5,988,476
        
        
        2,782,453Property, plant and equipment, at cost
        
        
        3,790,137
        
        
        3,913,206Less accumulated depreciation
        
        
        2,700,046
        
        
        2,981,323Net property, plant and equipment
        
        
        1,090,091
        
        
        931,883Research and development tax credit receivable
        
        
        81,087
        
        
        Goodwill
        
        
        188,387
        
        
        188,387Total assets
        
        $
        7,348,041
        
        $
        3,902,723Liabilities and stockholders equityCurrent liabilities:Accounts payable and accrued expenses
        
        $
        1,198,997
        
        $
        1,527,341Accrued and withheld payroll taxes and liabilities
        
        
        205,018
        
        
        188,557Deferred revenue
        
        
        91,884
        
        
        154,479ANVAR advances
        
        
        324,927
        
        
        348,141Total current liabilities
        
        
        1,820,826
        
        
        2,218,518Stockholders equity:Preferred stock, $.01 par value:Authorized shares  5,000,000, consisting of Series C  120,000 sharesSeries C convertible preferred stock:Issued and outstanding shares  36,750 (liquidation preference - $3,675,000)
        
        
        367
        
        
        367Common stock, $.004 par value:Authorized shares  150,000,000Issued and outstanding shares  61,414,998
        
        
        245,660
        
        
        245,660Additional paid-in capital
        
        
        77,311,610
        
        
        77,417,428Subscription receivable
        
        
        (422
        )
        
        (422
        )Accumulated other comprehensive income
        
        
        455,682
        
        
        467,285Deficit accumulated during the development stage
        
        
        (72,485,682
        )
        
        (76,446,113
        )Total stockholders equity
        
        
        5,527,215
        
        
        1,684,205Total liabilities and stockholders equity
        
        $
        7,348,041
        
        $
        3,902,723


Page 3

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Table of Contents



AVAX Technologies, Inc. and Subsidiaries

(a development stage company)

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)



Three Months Ended September 30,
        
        Nine Months Ended September 30,
        
        Period From
January12, 1990
(Incorporation)To Sept.30, 20062005
        
        2006
        
        2005
        
        2006Revenue:Gain from sale of the Product
        
        $
        
        
        $
        
        
        $
        
        
        $
        
        
        $
        1,951,000Product and contract service revenue
        
        
        349,949
        
        
        96,178
        
        
        1,301,087
        
        
        522,711
        
        
        6,192,759Total revenue
        
        
        349,949
        
        
        96,178
        
        
        1,301,087
        
        
        522,711
        
        
        8,143,759Costs and expenses:Research and development
        
        
        519,730
        
        
        1,004,341
        
        
        2,271,714
        
        
        3,162,049
        
        
        46,569,549Acquired in process research and development
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        4,420,824Write down of acquired intellectual property and other intangibles
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        3,416,091Amortization of acquired intangibles
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        715,872Selling, general and administrative
        
        
        459,367
        
        
        495,368
        
        
        1,473,657
        
        
        1,442,897
        
        
        34,698,798Total operating loss
        
        
        (629,148
        )
        
        (1,403,531
        )
        
        (2,444,284
        )
        
        (4,082,235
        )
        
        (81,677,375
        )Other income (expense):Interest income
        
        
        62,290
        
        
        32,325
        
        
        88,021
        
        
        121,804
        
        
        5,903,981Interest expense
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (812,067
        )Other, net
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        143,193Total other income (expense)
        
        
        62,290
        
        
        32,325
        
        
        88,021
        
        
        121,804
        
        
        5,235,107Loss from continuing operations
        
        
        (566,858
        )
        
        (1,371,206
        )
        
        (2,356,263
        )
        
        (3,960,431
        )
        
        (76,442,268
        )Loss from discontinued operations
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (3,845
        )Net loss
        
        
        (566,858
        )
        
        (1,371,206
        )
        
        (2,356,263
        )
        
        (3,960,431
        )
        
        (76,446,113
        )Amount payable for liquidation preference
        
        
        
        
        
        
        
        
        
        
        
        
        
        
        (1,870,033
        )Net loss attributable to common stockholders
        
        $
        (566,858
        )
        $
        (1,371,206
        )
        $
        (2,356,263
        )
        $
        (3,960,431
        )
        $
        (78,316,146
        )Loss per common share  basic and diluted
        
        $
        (.01
        )
        $
        (.02
        )
        $
        (.05
        )
        $
        (.06
        )Weighted average number of common shares outstanding
        
        
        61,414,998
        
        
        61,414,998
        
        
        51,559,220
        
        
        61,414,998Net loss
        
        $
        (566,858
        )
        $
        (1,371,206
        )
        $
        (2,356,263
        )
        $
        (3,960,431
        )Foreign currency translation gain (loss)
        
        
        (11,090
        )
        
        (4,561
        )
        
        2,702
        
        
        11,603Net comprehensive loss
        
        $
        (577,948
        )
        $
        (1,375,767
        )
        $
        (2,353,561
        )
        $
        (3,948,828
        )




See accompanying notes.



Page 4

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Table of Contents



AVAX Technologies, Inc. and Subsidiaries

(a development stage company)

Consolidated Statements of Cash Flows

(Unaudited)



Nine Months Ended September 30,
        
        Period fromJanuary 12, 1990(Incorporation)
To Sept. 30, 20062005
        
        2006Operating activitiesNet loss
        
        $
        (2,356,263
        )
        $
        (3,960,431
        )
        $
        (76,446,113
        )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
        
        
        235,831
        
        
        221,852
        
        
        4,715,140Stock based compensation expense
        
        
        
        
        
        105,818
        
        
        105,818Amortization of discount on convertible notes payable
        
        
        
        
        
        
        
        
        142,500Amortization of deferred gain on joint venture
        
        
        
        
        
        
        
        
        (1,805,800
        )Equity in net loss of joint venture
        
        
        
        
        
        
        
        
        1,703,763Extraordinary gain related to negative goodwill on consolidated subsidiary
        
        
        
        
        
        
        
        
        (902,900
        )Cumulative effect of change in accounting
        
        
        
        
        
        
        
        
        (186,295
        )Compensatory stock issue
        
        
        
        
        
        
        
        
        25,000Minority interest in net loss of consolidated subsidiary
        
        
        
        
        
        
        
        
        (80,427
        )Acquired in-process research and development charge
        
        
        
        
        
        
        
        
        4,420,824Write down of acquired intellectual property and other intangibles
        
        
        
        
        
        
        
        
        3,416,091Gain from sale of the Product
        
        
        
        
        
        
        
        
        (1,951,000
        )Gain on sale of intellectual property
        
        
        
        
        
        
        
        
        (787
        )Accretion of interest on common stock receivable
        
        
        
        
        
        
        
        
        (449,000
        )Accretion of interest on amount payable to preferred stockholders and former officer
        
        
        
        
        
        
        
        
        449,000Loss (Gain) on sale or abandonment of furniture and equipment
        
        
        
        
        
        
        
        
        246,254Issuance of common stock or warrants for services
        
        
        
        
        
        
        
        
        423,289Changes in operating assets and liabilities:Accounts receivable
        
        
        (207,021
        )
        
        (27,386
        )
        
        8,397Inventory
        
        
        (123
        )
        
        (422
        )
        
        26,959Prepaid expenses and other current assets
        
        
        196,758
        
        
        123,716
        
        
        16,018Accounts payable and accrued liabilities
        
        
        (338,490
        )
        
        293,017
        
        
        621,677Deferred revenue
        
        
        (118,666
        )
        
        52,294
        
        
        150,306Research and development tax credit receivable
        
        
        
        
        
        81,087
        
        
        320,488Amount payable to former officer
        
        
        
        
        
        
        
        
        80,522Net cash used in operating activities
        
        
        (2,587,974
        )
        
        (3,110,455
        )
        
        (64,950,276
        )Investing activitiesPurchase of marketable securities and short-term investments
        
        
        
        
        
        
        
        
        (351,973,210
        )Proceeds from sale of marketable securities
        
        
        
        
        
        
        
        
        344,856,738Proceeds from sale of short-term investments
        
        
        
        
        
        
        
        
        7,116,472Purchases of furniture and equipment
        
        
        (164,674
        )
        
        (37,436
        )
        
        (3,599,792
        )Proceeds from sale of furniture and equipment
        
        
        
        
        
        
        
        
        51,119Organization costs incurred
        
        
        
        
        
        
        
        
        (622,755
        )Cash acquired in acquisition of control of joint venture
        
        
        
        
        
        
        
        
        991,634Net cash used in investing activities
        
        
        (164,674
        )
        
        (37,436
        )
        
        (3,179,794
        )






Page 5

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Table of Contents

AVAX Technologies, Inc. and Subsidiaries

(a development stage company)

Consolidated Statements of Cash Flows (continued)

(Unaudited)



Nine Months Ended September 30,
        
        Period fromJanuary 12, 1990(Incorporation)Through Sept. 30, 20062005
        
        2006Financing activitiesProceeds from issuance of notes payable to related party
        
        $
        
        
        $
        
        
        $
        957,557Principal payments on notes payable to related party
        
        
        
        
        
        
        
        
        (802,000
        )Proceeds from loans payable and the related issuance of warrants
        
        
        
        
        
        
        
        
        2,314,000Principal payments on loans payable
        
        
        
        
        
        
        
        
        (1,389,000
        )Payments for fractional shares from reverse splits and preferred stock conversions
        
        
        
        
        
        
        
        
        (76
        )Financing costs incurred
        
        
        
        
        
        
        
        
        (90,000
        )Payments received on subscription receivable
        
        
        
        
        
        
        
        
        93,637Shareholder capital contribution
        
        
        
        
        
        
        
        
        4,542Proceeds received from exercise of stock warrants
        
        
        
        
        
        
        
        
        76,892Elimination of the consolidated accounting treatment for joint venture
        
        
        
        
        
        
        
        
        (2,511,701
        )Capital contribution through sale of interest in consolidated subsidiaries
        
        
        
        
        
        
        
        
        2,624,000Net proceeds received from issuance of preferred and common stock
        
        
        7,986,527
        
        
        
        
        
        68,852,491Net cash provided by financing activities
        
        
        7,986,527
        
        
        
        
        
        70,130,342Effect of exchange rate changes on cash
        
        
        30,072
        
        
        19,271
        
        
        444,258Net increase/(decrease) in cash and cash equivalents
        
        
        5,263,951
        
        
        (3,128,620
        )
        
        2,444,530Cash and cash equivalents at beginning of period
        
        
        1,560,761
        
        
        5,573,150
        
        
        Cash and cash equivalents at end of period
        
        $
        6,824,712
        
        $
        2,444,530
        
        $
        2,444,530Supplemental disclosure of cash flow informationInterest paid
        
        $
        
        
        $
        
        
        $
        197,072Non-cash activity:Conversion of accounts payable into notes payable
        
        $
        
        
        $
        
        
        $
        25,000Common stock warrants issued in conjunction with convertible notes payable
        
        $
        
        
        $
        
        
        $
        142,500Conversion of bridge loans into common stock
        
        $
        
        
        $
        
        
        $
        950,000Payment of interest on bridge loans with common stock
        
        $
        
        
        $
        
        
        $
        23,275




See accompanying notes.



Page 6

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Table of Contents

AVAX Technologies, Inc. and Subsidiaries

(a development stage company)

Notes to Consolidated Financial Statements(Unaudited)

For the Nine Months Ended September 30, 2006 and 2005



1.
        Organization and Summary of Significant Accounting Policies




AVAX Technologies, Inc., with its subsidiaries (the Company), is a development stage biopharmaceutical company.



In November 1995, the Company sold its leading product under development, an over-the-counter nutritional, dietary, medicinal food supplement or drug and all of the related patents and other intellectual property. The agreement was for $2.4 million in shares of common stock of Interneuron Pharmaceuticals, Inc. (IPI), a public company, the parent of the purchaser of the product (the Stock). Certain common stockholders of the Company were also common stockholders of IPI. Pursuant to the terms of the agreement, the purchase price, payable in two equal installments in December 1996 and 1997, was fixed, and the number of shares of the Stock would vary depending on the quoted market price of the Stock at such time. Because the Stock was receivable in two equal annual installments, the gain from the sale of the product, $1,951,000, was calculated by discounting the value of the Stock
receivable using a discount rate of 15%.



Also in November 1995, the Company entered into a license agreement with Thomas Jefferson University (TJU) to develop, commercially manufacture and sell products embodying immunotherapeutic vaccines for the treatment of malignant melanoma and other cancers (the Invention)(see Note 2).



Since January 1997, the Company has also entered into license agreements with other universities to develop, commercially manufacture and sell products embodying a series of compounds for the treatment of cancer. The Company has since terminated each of these license and related research agreements after determining that further development of these compounds was no longer consistent with the strategic plan and plan of operation of the Company.



In August 2000, the Company completed its acquisition of GPH, S.A. (Holdings) and Genopoietic S.A. (Genopoietic) each a French societe anonyme, with its principal operating facility in Lyon, France. The Company has designated the Lyon, France operations facility as its primary source facility for the production of vaccines to be used in clinical trials. In addition, the Company currently performs contract manufacturing and research activities at its facilities located in Lyon. The Companys September 30, 2006, consolidated balance sheet includes $226,597 in total assets and $785,547 in total liabilites related to these subsidiaries.



The Companys business is subject to significant risks consistent with biotechnology companies that are developing products for human therapeutic use. These risks include, but are not limited to, uncertainties regarding research and development, access to capital, obtaining and enforcing patents, receiving regulatory approval, and competition with other biotechnology and pharmaceutical companies. The Company plans to continue to finance its operations with a combination of equity and debt financing and, in the longer term, revenues from product sales, if any. However, there can be no assurance that it will successfully develop any product or, if it does, that the product will generate any or sufficient revenues.



Basis of Presentation



The financial information as of September 30, 2006, and for the three- and nine-month periods ended September 30, 2006 and 2005, contained herein is unaudited. The Company believes this information has been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and Article 10 of Regulation S-X. The Company also believes this information includes all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the periods then ended. The results of operations for the three- and nine-month periods ended September 30, 2006, are not necessarily indicative of the results of operations that may be expected for the entire year.



The accompanying financial statements and the related notes should be read in conjunction with the Companys audited financial statements for the year ended December 31, 2005, included in the Companys annual report on Form 10-KSB.



Principles of Consolidation



The accompanying consolidated financial statements include the accounts of AVAX Technologies, Inc., and its subsidiaries. All significant intercompany balances and transactions have been eliminated.



Page 7

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Table of Contents

AVAX Technologies, Inc. and Subsidiaries

(a development stage company)





Revenue



The Companys revenues are related to the provision of contract services and the sale of its product, the AC Vaccine Technology, for the treatment of melanoma. Contract service revenue is recognized in installments based upon the contractual agreement entered into with clients. Product revenues represent fees received or payable to the Company related to the manufacture and sale of the vaccine. Product revenue is recognized when the vaccine is received by the hospital administering the vaccine.



The Company records as deferred revenue amounts received in advance of the provision of services in accordance with contracts or grants. Deferred revenue consisted of $154,479 received from two grants for which the services had not been provided as of September 30, 2006.



Accounts Receivable



Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible accounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances that are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. There was no valuation allowance at September 30, 2006. The Company generally does not charge interest on accounts receivable.



Concentrations of Credit Risk



Financial instruments that potentially subject the Company to credit risk are principally cash and accounts receivable. Cash consists of checking accounts, money market accounts and a certificate of deposit. The Company places its cash with its principal bank, which is a high credit quality financial institution. Cash deposits generally are in excess of the FDIC insurance limits. Credit limits, ongoing credit evaluations, and account monitoring procedures are utilized to minimize the risk of loss from accounts receivable. Collateral is generally not required.



Fair Value of Financial Instruments



The carrying amount of accounts receivable, accounts payable and accrued liabilities are considered to be representative of their respective fair values due to their short-term nature.



Inventories



Inventories are stated at the lower of cost or market, determined using the first-in, first-out method, or market. The Companys inventories include raw materials and supplies used in research and development activities.



Accrued Expenses



The Company provides a provision for accrued expenses based upon its contractual obligation, as calculated by the Company, for all claims made for payment to the Company.



Depreciation



Depreciation is computed using the straight-line method over the estimated useful lives of furniture and equipment, which range from three to ten years. Depreciation for the Companys manufacturing facility and related equipment are computed using the straight-line method over estimated useful lives of 5 to 10 years. Leasehold improvements related to the building are being amortized using the straight-line method over the actual life of the lease.



Goodwill



The Company adopted SFAS No. 142, Goodwill and Other Intangible Assets on January 1, 2002. This accounting standard requires that goodwill and indefinite lived tangible assets no longer be amortized but instead be tested at least annually for impairment and expensed against earnings when the implied fair value of a reporting unit, including goodwill, is less than its carrying amount. The Company performed its annual goodwill impairment test in accordance with SFAS No. 142 and determined that the carrying amount of goodwill was reasonable.



Page 8

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Table of Contents

AVAX Technologies, Inc. and Subsidiaries

(a development stage company)





Prior to the adoption of SFAS No. 142, the Company had recorded cumulative amortization of $113,032. If SFAS No. 142 had been applied to earlier periods, the adjusted loss from continuing operations would be $76,329,236  and the adjusted net loss would be $78,203,114.



Research and Development Costs



Research and development costs, including payments related to research and license agreements, are expensed when incurred. Contractual research expenses are recorded pursuant to the provisions of the contract under which the obligations originate. Research and development costs include all costs incurred related to the research and development, including manufacturing costs incurred, related to the Companys research programs. The Company is required to produce its products in compliance with current Good Manufacturing Practices (cGMP), which requires a minimum level of staffing, personnel and facilities testing and maintenance. Based upon its current staffing level required to be in compliance with cGMP, the Company has excess capacity. Utilizing this excess capacity, revenue is generated through contract manufacturing engagements. Costs for production of products will be capitalized and
charged to cost of goods sold only after the Company has received approval to market the drug by a regulatory authority.



Stock-Based Compensation

Effective January 1, 2006, the Company has adopted SFAS 123R, Share-Based Payment.  SFAS 123R establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services and requires that the compensation cost relating to share-based payment transactions be recognized in financial statements, measured by the fair value of the equity or liability instruments issued, adjusted for estimated forfeitures. We transitioned to SFAS 123R using the modified-prospective method, under which prior periods have not been revised for comparative purposes. The valuation provisions of SFAS 123R apply to new grants and to grants that were outstanding as of the effective date and are subsequently modified. Estimated compensation for grants that were outstanding as of the effective date will be recognized over the remaining service period using the
compensation cost previously estimated for our SFAS 123 pro forma disclosures. Recognized stock-based compensation expense for the nine months ended September 30, 2006 includes compensation expense for share-based payment awards granted prior to, but not yet vested as of December 31, 2005, based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123 and compensation expense for the share-based payment awards granted subsequent to December 31, 2005 based on the grant date fair value estimated in accordance with the provisions of SFAS 123R.

Prior to the adoption of SFAS 123R, the Company applied the intrinsic-value-based method of accounting prescribed by Accounting Principles Board Opinion (APB) 25, Accounting for Stock Issued to Employees, and related interpretations, to account for its fixed-plan stock options to employees. Under this method, compensation cost was recorded only if the market price of the underlying stock on the date of grant exceeded the exercise price. SFAS 123, Accounting for Stock-Based Compensation, established accounting and disclosure requirements using a fair-value-based method of accounting for stock-based employee compensation plans. As permitted by SFAS 123, the Company elected to continue to apply the intrinsic-value-based method of accounting described above, and adopted only the disclosure requirements of SFAS 123, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation, Transition and Disclosure.  The fair-value-based method used to determine historical pro forma amounts under SFAS 123 was similar in most respects to the method used to determine stock-based compensation expense under SFAS 123R. However, in its pro forma disclosures, the Company accounted for option forfeitures as they occurred, rather than based on estimates of future forfeitures.



Page 9

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Table of Contents

AVAX Technologies, Inc. and Subsidiaries

(a development stage company)



The previously-disclosed pro forma impact on its earnings of adopting the fair-value-based method of accounting for stock-based compensation under SFAS 123 for the nine months ended September 30, 2006 and 2005 are as follows



Three MonthsEnded September 30,
        
        Nine MonthsEnded September 30,2006
        
        2005
        
        2006
        
        2005Net loss as reported
        
        $
        (1,371,206
        )
        $
        (566,858
        )
        $
        (3,960,431
        )
        $
        (2,356,263
        )Stock based compensation expense as reported
        
        
        35,272
        
        
        -
        
        
        105,818
        
        
        -Stock based compensation expenses under fair value method
        
        
        (35,272
        )
        
        (306,819
        )
        
        (105,818
        )
        
        (920,456
        )Pro forma net loss attributable to common stockholders
        
        $
        (1,371,206
        )
        $
        (873,677
        )
        $
        (3,960,431
        )
        $
        (3,276,719
        )Pro forma net loss per share  basic and diluted
        
        $
        (0.02
        )
        $
        (0.01
        )
        $
        (0.06
        )
        $
        (0.06
        )Net loss per share as reported
        
        $
        (0.02
        )
        $
        (0.01
        )
        $
        (0.06
        )
        $
        (0.05
        )




The Company maintains two employee stock option plans, a director stock option plan and has issued non-qualified stock options to an executive officer and a director outside of the existing stock option plans, which non-plan option grants have been approved by the Board of Directors and the stockholders of the Company. These plans are more fully discussed in the Form 10-KSB filed for the year ended December 31, 2005. In addition, the Company issues warrants to consultants at the discretion of the Board of Directors of the Company. The Company accounts for warrants granted to consultants in accordance with Emerging Issues Task Force Issue 96-18, Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.  The Company determines the value of stock warrants utilizing the Black-Scholes option-pricing model.



Compensation costs for fixed awards with pro rata vesting are allocated to periods on the straight-line basis. The estimated weighted average fair value of options granted was calculated based on the following assumptions:



Three & Nine Months Ended September 30, 2005
        
        Three & Nine Months Ended September 30, 2006Expected term (in years)
        
        4.00
        
        4.50Volatility
        
        95.0
        %
        79.4
        %Risk-free interest rate
        
        2.75
        %
        4.30
        %Expected dividends
        
        0
        
        0




For the nine months ended September 30, 2006, compensation expense of $44,774 was charged to administrative expenses and $61,044 was charged to research and development expenses related to stock options outstanding and not vested.



A summary of applicable stock option and warrant activity and related information for the nine months ended September 30, 2006, is as follows:



Options and Warrants
        
        Weighted-Average ExercisePriceOutstanding at beginning of period
        
        25,849,652
        
        $
        0.53Granted
        
        120,000
        
        
        0.29Exercised
        
        
        
        
        Forfeited
        
        (726,223
        )
        
        4.08Outstanding at end of period
        
        25,243,429
        
        
        0.46Exercisable at end of period
        
        23,555,257
        
        
        0.44


The fair value of option grants is estimated at the date of grant using the Black-Scholes model.



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AVAX Technologies, Inc. and Subsidiaries

(a development stage company)





The following table shows the options and warrants outstanding by strike price with the average expected remaining term of the instruments at September 30, 2006.



Exercise Price Range
        
        Options & Warrants Outstanding
        
        Weighted-AverageRemaining Term
        
        Vested Options &Warrants
        
        Weighted-AverageRemaining Term$0.0 - $0.04
        
        31,250
        
        0.58
        
        31,250
        
        0.58$0.125 - $0.17
        
        8,798,050
        
        2.62
        
        8,243,050
        
        2.46$0.29 - $0.47
        
        15,350,240
        
        3.55
        
        14,217,068
        
        3.38$0.89 - $0.91
        
        280,000
        
        1.99
        
        280,000
        
        1.99$2.47 - $3.375
        
        608,889
        
        1.80
        
        608,889
        
        1.80$8.25
        
        125,000
        
        5.09
        
        125,000
        
        5.09$8.813
        
        50,000
        
        0.69
        
        50,000
        
        0.6925,243,429
        
        
        
        23,555,257




2.
        License and Research Agreements




In November 1995, the Company entered into an agreement
with TJU for the exclusive worldwide license to develop, manufacture and sell the Invention(see Note 1). In consideration for the license agreement, the Company paid cash of $10,000 and issued an aggregate
of 458,243 shares of common stock to TJU and the scientific founder (the Scientist).



Under the terms of the license agreement the Company is obligated to (i) pay certain milestone payments as follows: $10,000 upon initiation of the first clinical trial that is approved by the Food and Drug Administration (FDA) or comparable international agency, $10,000 upon the first filing of a New Drug Application (NDA) with the FDA or comparable international agency, and $25,000 upon receipt by the Company of approval from the FDA or comparable international agency to market products, (ii) enter into a research agreement to fund a study to be performed by TJU for the development of the technology related to the Invention (the Study) at approximately $220,000 per annum for the first three years, and (iii) following the third year, spend an aggregate of $500,000 per year (which includes costs incurred pursuant to the research agreement plus other internal and external
costs) on the development of the Invention until commercialized in the United States. If following the third year, the Company files for United States marketing approval through a Company sponsored NDA, the Company may elect to spend less than $500,000 per year on the development of the Invention during the period of time the NDA is under review by the FDA. During 2000, a payment of $25,000 was made to TJU pursuant to the license agreement. In addition, the Company is obligated to pay royalties on its worldwide net revenue derived from the Invention and a percentage of all revenues received from sub-licensees of the Invention.



3.
        ANVAR Advances




The Companys French subsidiary received financial support from a French governmental agency (ANVAR). These advances, which are subject to conditions specifying that non-compliance with such conditions could result in the forfeiture of all or a portion of the future amounts to be received, as well as the repayment of all or a portion of amounts received to date. If certain products are commercialized, the September 30, 2006, balance of $348,141 is repayable based on an annual royalty equal to 47% of the revenue related to the project. As such, the total amount of advances received are recorded as a liability in the accompanying consolidated balance sheet. In case of failure or partial success, as defined in the agreement, $77,407 at the current exchange rate is payable. The due date for the obligation has past but the grantor agency has not demanded repayment of the obligation. Due to the
uncertainty regarding the amount that required to be repaid to ANVAR, the Company maintains the full amount of the obligation as a current liability.





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Item 2.
        Managements Discussion and Analysis or Plan of Operation.




CAUTIONARY STATEMENT REGARDING 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, the Company, we or us) 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 our future business plans and strategies, and other statements that are not historical in nature. These forward-looking statements are based on our current expectations. Many of these statements are found in Managements Discussion and Analysis or Plan of Operation.



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 our forward-looking statements. These factors include:




        Our history of operating losses, our continuing cash requirements, our need to raise additional capital by December 31, 2006, and the uncertainty of our prospects of reaching a meaningful level of revenues.





        The business uncertainties arising from our decision to conduct all AC Vaccine manufacturing activities at our Lyon, France facility and the logistical issues and risks relating to shipping biologics from the U.S. and other countries to France and the vaccine from France to patients in the U.S. and other countries.





        Uncertainty about whether our products will successfully complete the long, complex and expensive clinical trial and regulatory approval process for approval of new drugs in the U.S. and certain European countries.





        Uncertainty about whether our AC Vaccine technology can be developed to produce safe and effective products and, if so, whether our AC Vaccine products will be commercially accepted and profitable.





        Difficulties arising from our competition with other clinical trials and treatment regimens for patients and clinical sites for our clinical trials.





        The expenses, delays, uncertainties and complications typically encountered by development stage biopharmaceutical businesses, many of which are beyond our control.





        Our financial and development obligations and our responsibility to meet requisite research funding levels under our license agreements in order to protect our rights to our products and technologies.





        Each of the other factors discussed in our Annual Report on Form 10-KSB for the year ended December 31, 2005, under Item 1  Description of Business  Risk Factors.






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PLAN OF OPERATION



General



Since our inception, we have concentrated our efforts and resources on the development and commercialization of biotechnology and pharmaceutical products and technologies. We have been unprofitable since our founding and have incurred a cumulative net loss of $76,446,113 as of September 30, 2006. We incurred net losses of $3,960,431 and $2,356,263 for the nine months ended September 30, 2006 and 2005, respectively. We expect to continue to incur operating losses, primarily due to the expenses associated with our product development efforts, the cost of maintaining our manufacturing facilities in Europe and the U.S. and activities related to the conduct of our clinical trials for the AC Vaccine in the U.S. and Europe.



Our ability to continue as an operating company depends upon, among other things, our ability to raise additional capital from time to time to allow us to develop products, obtain regulatory approval for our proposed products, and enter into agreements for product development, manufacturing and commercialization. Our M-Vax product does not currently generate any material revenue, and we may never achieve significant revenues or profitable operations from the sale of M-Vax or any other products that we may develop.



The major challenge for us and others in the biopharmaceutical industry are the significant costs, time delays and uncertainties related to efforts to obtain regulatory approval to market drug products in the U.S. and foreign countries. We have encountered a number of these challenges in our efforts to develop the AC Vaccine into marketable products including the following:




        the FDA clinical hold of our AC Vaccine clinical trials in 2001 and the resultant substantial expenses and delays in resolving the FDA concerns and refiling new INDs for a revised AC Vaccine;



        manufacturing challenges relating to the production of a vaccine from the patients own cancer cells, such as the sterility issues we previously experienced at our Philadelphia facility;



        our failure to develop a market for the AC Vaccine in Australia notwithstanding substantial expenditures of time and money to do so;



        our inability to agree with the FDA on an acceptable potency assay (which is a biological measure of the drugs active ingredients) of our product prior to administration of the vaccine, which will be required for later stage clinical trials and commercial approval of the vaccine;



        our inability to generate any meaningful revenues from any other products or services while we work to develop our lead products and technologies; and



        the cutbacks in our development plans and programs due to the limited cash resources in recent years, which is not likely to change unless we are able to raise substantial additional capital.




Notwithstanding these setbacks, we believe that the potential efficacy and viability of the AC Vaccine technology is still substantial and is, in many respects, of greater probability today than it was four years ago. We base this optimism in our lead products on the following:




        As a result of the FDA clinical hold, we concluded that (1) it would no longer be feasible to continue the clinical development of the original AC Vaccine using the established manufacturing format (referred to as the fresh vaccine product format), and (2) a revised product format needed to be established, tested and reviewed by the FDA. Through these research and development activities we re-engineered the manufacturing steps for the production and distribution of the AC Vaccine, referred to as the frozen vaccine technology, which we believe has substantial advantages over the former fresh product.



        After years of frustration and lack of acceptance of the AC Vaccine technology among the oncology community in Australia, which resulted in us abandoning our efforts in Australia, we are experiencing meaningful new acceptance of the AC Vaccine technology in Europe, particularly in Spain and Belgium, among key members of the oncology community.




Our continued belief in the AC Vaccine technology is, however, tempered by our continuing need to raise sufficient capital to implement an aggressive product development effort. As a result, for the past two years, our primary focus has been on reducing costs, raising additional capital, taking the least expensive steps possible to maintain positive momentum in product development, and clinical advancement of the technology. The infusion of additional capital would not assure success in developing a marketable product in Europe or the U.S., but it would allow us to accelerate the plan of operation described below. Our continuing most significant challenge is the limited capital resources of the Company.



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Research and Development Expenses



Our research and development activities focus primarily on clinical development and trials of our AC Vaccine technology for the treatment of melanoma, ovarian cancer, lung cancer and other cancers. Our clinical development program includes the development of techniques, procedures and tests that need to be developed as part of the manufacturing of our biological product so that the product can be evaluated and potentially approved by regulatory authorities.



Our research and development expenses consist primarily of costs associated with the clinical trials of our product candidates, compensation and other expenses for research personnel, payments to collaborators under contract research agreements, costs for our consultants and compensation, materials, maintenance and supplies for the operation and maintenance of our biological clean room facilities, which are necessary for the production of materials to be used in clinical trials. All of these costs qualify as research and development expenses in accordance with the guidance included in Statement of Financial Accounting Standards No. 2 Accounting for Research and Development Costs.



Manufacturing costs included in this category relate to the costs of developing, supporting and maintaining facilities and personnel that produce clinical samples in compliance with current Good Manufacturing Practices (cGMP). Our facilities and the personnel maintained for manufacturing are currently at what we feel are the minimum required for compliance with cGMP. Based upon the current capacity of our facilities, our personnel and our current and future planned clinical trials, we have excess capacity for the production and testing of biological products. We use this excess capacity to generate cash in the form of contract manufacturing alliances. Because the incremental costs incurred to provide these services are not material or quantifiable, they are not presented separately.



Contract manufacturing encompasses services we provide to other biotechnology or pharmaceutical companies that are pursuing the clinical development of biological products. The engagements generally consist of two components. The first component is process validation in which the contracting company provides information on its product and the processes and techniques used to produce the product. Procedures are developed, documented and cataloged for the cGMP production of the product using known and acceptable techniques, tests and materials. Small scale lots are produced, and techniques, feasibility of the production processes and tests validated. The end product of the first phase of an engagement is a pilot batch of product and the necessary production formulation and techniques to be used to file an IND with regulatory authorities for human clinical trials. The second phase of an engagement consists of the
production of batches of product to be used in human clinical trials. The typical engagement results in production of small batches of product to be used in early stage (Phase I and II) clinical trials.



Research and development costs incurred through September 30, 2006, were $46,569,549. Research and development costs were $3,162,049 and $2,271,714, for the nine months ended September 30, 2006 and 2005, respectively. The majority of these costs relate to clinical research and development of our AC Vaccine technology. Our management estimates that greater than 90% of the periodic and cumulative research and development expenses incurred relate to our one major program, the AC Vaccine. At this time, due to the risks inherent in the clinical trial process, risks associated with the product and product characterization and risks associated with regulatory review and approval of clinical product candidates, we are unable to estimate with any certainty the costs we will incur in the continued development of our product candidates for commercialization.



Plan of Operation



Background.In November 1995, we acquired the rights to the AC Vaccine technology pursuant to the TJU license. Assuming we can continue to obtain the necessary funding, we intend to continue to be engaged in the development and commercialization of our AC Vaccine products.



We experienced events during 2001 that significantly affected our operations. In March and April 2001, we received first oral notification and then written confirmation from the FDA that clinical activities for both our M-Vax and O-Vax autologous cancer vaccines were placed on clinical hold pending further review by the agency. The written notification from the FDA confirming the clinical hold identified the specific issues that the FDA wanted addressed, which primarily dealt with the sterility of autologous tumors received by us at the Philadelphia facility and the assurance that vaccines being provided to patients would meet FDA sterility guidelines.



In conjunction with the clinical hold, the FDA conducted an inspection of our manufacturing facility in Philadelphia, which inspection was completed in May 2001. As a result of that facility inspection, we received a Form 483 and ultimately an FDA Warning Letter, which is a finding of manufacturing facility deficiencies, to which we initially responded at the end of June 2001. The issues raised in the Form 483 were essentially consistent with those in the clinical hold letter, with no new significant areas of concern identified.



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In developing our response to the FDA clinical hold letters and the Form 483, we identified and began to implement a number of product development initiatives related to the AC Vaccine technology. As a result, we determined certain product improvements to the vaccine could be instituted that would address certain concerns of the FDA and make the vaccine more viable from a regulatory and commercial perspective. Throughout the remainder of 2001 and into 2002, we continued to evaluate (1) the prospect of freezing the haptenized cells for distribution to the end user, (2) steps that could be taken to help ensure that final released vaccines prepared by us are sterile and (3) tests to determine the minimal number of cells necessary for the vaccine to be effective. Based upon the results of these efforts, we re-engineered the manufacturing steps to create and release the vaccine technology to take
advantage of these potential product improvements.



Based upon the changes to the product, the FDA recommended that we consider preparing and filing new INDs for the frozen vaccine. At the recommendation of the FDA, we decided to place our original INDs for M-Vax and O-Vax on inactive status, given the FDAs view that the revisions to the manufacturing process, necessary to address the FDAs concerns, would result in a new product from a regulatory perspective and given the Agencys recommendation that we file new INDs for indications utilizing the new product. Based upon the continuing interactions with the FDA in 2002, we determined to file new INDs for the revised product format for the AC Vaccine for melanoma and ovarian cancer. Our Philadelphia facility was validated and cleared to begin processing clinical samples for administration to patients in clinical trials. Due to a lack of funding at that time, however, we decided not to initiate
the clinical trials and instituted further cost minimization steps that resulted in additional management changes at the end of 2002.



Also during 2002, based upon a negative reaction by authorities in Australia to an application for product reimbursement for M-Vax, we determined that we would be unable to support further the operation in Australia and a decision was made to discontinue and liquidate the Australian joint venture companies. We had not received formal rejection of our reimbursement application, but a panel of oncologists selected by the regulatory authority in Australia had recommended against governmental reimbursement for M-Vax in Australia. Subsequent to our liquidation of the Australian entity, we received formal notification of our rejection of reimbursement by the appropriate authorities. Our experience in Australia demonstrated the importance of obtaining support for the technology among the leading oncologists within a particular country or community, which we were never able to achieve in Australia during this period.
The results of the Australian operation, which was consolidated in our results beginning in the first quarter of 2002, are treated as a discontinued operation and its results are separated from our results from continuing operations.



In November 2003, we completed a bridge financing of $950,000 (before expenses of approximately $26,250), which provided funding for U.S. operations (and certain of our European costs) for the balance of 2003 and the first half of 2004. Seven individual and institutional investors participated in the financing. On May 21, 2004, we closed a private placement of our common stock for gross proceeds of $3.05 million. In conjunction with the closing of the private placement, the $950,000 principal amount of the bridge notes and accrued interest in the amount of $23,275 were converted into approximately 7,487,000 shares of common stock in accordance with the terms of the bridge notes.



On April 5, 2005, we closed a private placement of 25,343,430 shares of common stock at a purchase price of $0.34 per share with 12 accredited or institutional investors. We received gross proceeds of approximately $8,616,000. In connection with the private placement, we also issued to the investors warrants to purchase 3,801,515 shares of common stock at a warrant exercise price of $0.41 per share, and warrants to purchase 3,801,515 shares of common stock at a warrant exercise price of $0.48 per share. In addition, we issued warrants to our advisors relating to this fundraising to purchase 2,287,293 shares of common stock at a warrant exercise price of $0.37 per share. These warrants were valued at $435,705 using the Black-Scholes pricing model. Offering related expenses in connection with this fundraising amounted to $1,065,945, of which $630,240 was paid in cash and the balance relates to the warrants
issued to the advisors. All warrants issued in this private placement expire on April 5, 2010. We are using the proceeds of this private offering for general working capital purposes, including funding our current plan of operation discussed below.



Current Plan of Operation.The following is a summary of our plan of operation based on our current cash resources and assuming no material capital infusion in the next 12 months.



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In the past four years, we have laid the foundation for a significantly more aggressive development plan that we have only recently been able to begin to pursue. The steps that were taken in the last three years to implement this plan include:




        Continuing development work on the AC Vaccine.





        Obtained a Special Protocol Assessment (SPA) with the US FDA for our Pivotal Phase III trial to treat melanoma.





        Commenced a Phase I-II clinical trial in the U.S. for Stage 3 and 4 melanoma patients.





        Commenced a Phase I-II clinical in the U.S. for resectable non-small cell lung cancer patients.





        Established and maintained at our Lyon, France facility the designation Establissment Pharmaceutique and Establissment Gene and Cell Therapy under applicable French regulations.





        Commenced the treatment of melanoma patients in Europe on a compassionate use basis with our AC Vaccine.





        Hired Dr. David Berd as our full-time Chief Medical Officer to oversee directly the development of the AC Vaccine technology for us.




With this foundation and the net proceeds from our April 2005 private placement of common stock and warrants, we are pursuing the following plan of operation:




        Initiate our Phase III pivotal registration study in melanoma.





        Continuing through completion the Phase I-II clinical trial in melanoma.





        Continuing through completion the Phase I-II clinical trial in non-small cell lung cancer.





        Initiate discussions with the European Medical Evaluations Agency , the FDA equivalent regulatory body for the European Union, to discuss the regulatory requirements for the AC Vaccine and its continued development in Europe.





        Continuing to offer M-Vax on a compassionate use basis in Spain and Belgium, and to seek approval of compassionate use in other European countries to broaden the acceptance of the therapy within the European oncology community.




We continually evaluate our plan of operation discussed above to determine the manner in which we can most effectively utilize our limited cash resources. The timing of completion of any aspect of our plan of operations is highly dependant upon the availability of cash to implement that aspect of the plan and other factors beyond our control. We believe we have the current cash resources to pursue this plan of operation through December 31, 2006. The full implementation of this plan of operation beyond that time is dependent upon us obtaining additional funding or commitments for additional funding by December 31, 2006. We believe we have the facilities, the facility managers, the technical and scientific staff and consultants in place to implement this plan.



We are currently engaged in contract manufacturing and the development and commercialization of biotechnology and pharmaceutical products and technologies. These activities take advantage of the facilities and personnel that we are required to maintain to ensure that we process our products in accordance with cGMP requirements. With our current compassionate use and clinical activities planned, we anticipate that excess capacity will continue to exist at our Lyon, France facility for the foreseeable future.



We will continue to pursue additional contract manufacturing agreements in the U.S. and France, which would provide us with additional cash inflows to fund our operations and the costs of the facilities. We believe that we have developed significant expertise in producing certain biological products for clinical and development purposes, and that this expertise can be marketed by us to other companies and research institutions engaged in clinical trials and product development programs. In addition, we have invested significant amounts to establish and maintain current Good Manufacturing Practices at our manufacturing facilities in Philadelphia, Pennsylvania and Lyon, France. We believe that services provided by these facilities may be valuable to other companies that wish to avoid the significant cash outlays associated with buying or building their own cGMP facilities. We currently utilize our Philadelphia
facility for logistical support in our current clinical trials and for storage of samples. We anticipate re-initiating vaccine processing at this facility in the future in support of larger planned studies.



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Results of Operations



Three and Nine Months Ended September 30, 2006, Compared to Three and Nine Months Ended September 30, 2005.



Revenues recognized in the three and nine months ended September 30, 2006 were $96,178 and $522,711, respectively, compared with revenues of $349,949 and $1,301,087, respectively for the same periods in 2005. Current year revenues declined due to the termination of a contract manufacturing agreement in May 2005 that recorded revenue in the first and second quarter of 2005 and did not recur in 2006.



For the first nine months of 2006, our research and development expenses increased to $3,162,049 from $2,271,714 for the same nine months in 2005. Expenses for the periods are broken out by region as follows:



Three Months EndedSeptember 30,
        
        Nine Months EndedSeptember 30,2005
        
        2006
        
        2005
        
        2006United States
        
        $
        334,442
        
        $
        537,276
        
        $
        954,791
        
        $
        1,666,477France
        
        
        185,288
        
        
        467,065
        
        
        1,316,923
        
        
        1,495,572$
        519,730
        
        $
        1,004,341
        
        $
        2,271,714
        
        $
        3,162,049




The increase in expenses for the three and nine-month periods in the United States are due to current year expenses including costs incurred in the conduct of the ongoing clinical trial plus costs associated with outside consultants and advisors related to planning and preparing for the larger pivotal registration trial in melanoma. In addition, costs were incurred in the current year for the launch of the non-small cell lung cancer study being conducted at the University of Pennsylvania. The three and nine-month costs in Europe increased due to increased costs associated with shipping and testing of the vaccines and increases in expenditures related to the facility in advance of the Phase III study launch.



For the first nine months of 2006, our selling, general and administrative expenses increased to $1,442,897 from $1,473,657 for the same nine months in 2005. Expenses for the periods are broken out by region as follows:



Three Months EndedSeptember 30,
        
        Nine Months EndedSeptember 30,2005
        
        2006
        
        2005
        
        2006United States
        
        $
        341,171
        
        $
        392,997
        
        $
        1,057,306
        
        $
        1,127,868France
        
        
        118,196
        
        
        102,371
        
        
        416,351
        
        
        315,029$
        459,367
        
        $
        495,368
        
        $
        1,473,657
        
        $
        1,442,897




In the U.S., administrative costs increased for the three and nine month period. Increased costs were associated with legal fees incurred plus increase in salary expenses related to the expensing of options in accordance with SFAS 123R, which expensing of options did not occur in the prior year.



In France administrative expenses decreased slightly for the three and nine month periods compared to prior years.  Prior years administrative expenses included higher amounts for salaries with a larger allocation of the General Managers salaries being allocated in 2005 that are not allocated to 2006, lower legal fees with the dissolution of the Opi contract manufacturing relationship and lower salary costs due to not replacing an administrative person that terminated in the prior year.



Assuming we are able to raise additional capital to fund our plan of operations, we anticipate that over the next 12 months research and development expenses will increase as compared to the 12-months ended September 30, 2006, due to planned increases in the development activities related to the AC Vaccine.



Liquidity and Capital Resources



We presently anticipate that our current resources should be sufficient to fund operations through December 31, 2006, with a reduction in the implement our development plans discussed above. Our current operating plan includes anticipated expenses relating to (1) launching our Phase III pivotal registration trial in the U.S. and Europe, (2) continuing our clinical trials for M-Vax in the U.S.,  (3) continuing, on a slower basis, our clinical trial for non-small cell lung cancer in the U.S., (4) continuing maintenance costs associated with our Philadelphia facility for future utilization in production or contract manufacturing, and (5) continuing costs associated with maintaining a cGMP-compliant facility in Lyon, France. We will need to raise additional capital, obtain commitments for additional capital, or initiate additional contract manufacturing relationships on terms favorable to us by
December 31, 2006 to continue our operations beyond the end of 2006. If we are unable to raise additional capital, secure additional contract manufacturing relationships or enter into strategic alliances by December 31, 2006, we will have to consider curtailing our activities.



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If our current and planned clinical trials for the AC Vaccine in the U.S. or France do not demonstrate continuing progress toward taking one or more products to market, our ability to raise additional capital to fund our product development efforts would likely be seriously impaired. The ability of a biotechnology company, such as AVAX, to raise additional capital in the marketplace to fund its continuing development operations is conditioned upon the company continuing to move its development products toward ultimate regulatory approval and commercialization. If in the future we are not able to demonstrate adequate progress in the development of one or more products, we will not be able to raise the capital we need to continue our then-current business operations and business activities, and we will likely not have sufficient liquidity or cash resources to continue operating.



Because our working capital requirements depend upon numerous factors, including progress of our research and development programs, pre-clinical and clinical testing, timing and cost of obtaining regulatory approvals, changes in levels of resources that we devote to the development of manufacturing and marketing capabilities, competitive and technological advances, status of competitors, and our ability to establish collaborative arrangements with other organizations, there can be no assurance that our current cash resources will be sufficient to fund our full plan of operations beyond December 31, 2006, and may require us to begin restricting our activities. Because we have no committed external sources of capital, and expect no significant product revenues for the foreseeable future, we will require additional financing to fund future operations or will need to enter into contract manufacturing
relationships on terms favorable to us. There can be no assurance, however, that we will be able to obtain the additional funds or attract contract manufacturing relationships on acceptable terms, if at all. If we are unable to raise additional capital, secure additional contract manufacturing relationships or enter into strategic alliances by December 31, 2006, we will have to consider curtailing our development initiatives.



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|Item 3. | Controls
and Procedures.
|------- | ------------------------

Our principal executive officer and principal accounting officer, based on his evaluation within 90 days prior to the date of this report of our disclosure controls and procedures (as defined in Exchange Act Rule 13a15(e)), has concluded that, as of the end of the period covered by our 10-QSB for the quarter ended September 30, 2006, our disclosure controls and procedures are designed to ensure and are effective at ensuring that information required to be disclosed by us in our periodic filings with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit to the SEC is accumulated and communicated to our management, including our
principal executive and principal accounting officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in our internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.



There have been no changes in our internal controls over financial reporting during our third quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





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PART II - OTHER INFORMATION



|Item 6. | Exhibits.
|------- | ---------



31.1
        Certifications of Principal Executive Officer of the Company under Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
        Certifications of Principal Financial Officer of the Company under Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
        Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350.






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Signatures



In accordance with the requirements 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:    November 14, 2006
        
        /s/ Richard P. RaineyRichard P. Rainey
President










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