UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      DC 20549





**FORM
      10-KSB**





(Mark
      One)




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




For
      the
      fiscal year ended October 31, 2007




OR




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




For
      the
      transition period from ________ to
      ________





Commission
      file number 0-27119




**SCIVANTA
      MEDICAL CORPORATION**


(Name
      of
      small business issuer in its charter)


Nevada
              22-2436721(State
                  or other jurisdiction of
              (I.R.S.
                  Employer Identification No.)incorporation
                  or organization)


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




(732)
      282-1620


(Issuer’s
      telephone number)





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 $0.001


(Title
      of
      class)





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act. o





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 x No
o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of the Registrant’s knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. o




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




Revenues
      for the fiscal year ended October 31, 2007 were $0.




The
      aggregate market value of the shares of the Registrant’s common stock, par value
      $0.001 per share, held by non-affiliates of the Registrant, as of January 15,
      2008, was $2,163,053. The Registrant has no other class of capital stock
      outstanding.




As
      of
      January 15, 2008, 25,750,444 shares of the Registrant’s common stock were
      outstanding .




DOCUMENTS
      INCORPORATED BY REFERENCE




Part
      III
      of this Annual Report on Form 10-KSB incorporates certain information by
      reference from the Registrant's Proxy Statement for the Annual Meeting of
      Stockholders scheduled to be held on April 2, 2008. The Proxy Statement will
      be
      filed with the Securities and Exchange Commission (the "SEC") on or before
      February 28, 2008.





Transitional
      Small Business Disclosure Format (check one): Yes  No X







SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS




Certain
      information included in this annual report on Form 10-KSB and other filings
      of
      the Registrant under the Securities Act of 1933, as amended (the “Securities
      Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
      as well as information communicated orally or in writing between the dates
      of
      such filings, contains or may contain “forward-looking statements” within the
      meaning of the Private Securities Litigation Reform Act of 1995, Section 27A
      of
      the Securities Act and Section 21E of the Exchange Act. Such statements are
      subject to certain risks, trends and uncertainties that could cause actual
      results to differ materially from expected results. Among these risks, trends
      and uncertainties are economic conditions generally and in the industries in
      which the Registrant may participate; competition within the Registrant’s chosen
      industries, including competition from much larger competitors; technological
      advances; available capital; regulatory approvals; and failure by the Registrant
      to successfully acquire, develop or market products and form new business
      relationships.




In
      some
      cases, forward-looking statements can be identified by terminology such as
      “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of such terms
      or other comparable terminology. Although the Registrant believes that the
      expectations reflected in the forward-looking statements contained herein are
      reasonable, the Registrant cannot guarantee future results, levels of activity,
      performance or achievements. Moreover, neither the Registrant, nor any other
      person assumes responsibility for the accuracy and completeness of such
      statements. The Registrant is under no duty to update any of the forward-looking
      statements contained herein after the date this annual report on Form 10-KSB
      is
      submitted to the SEC .







**SCIVANTA
      MEDICAL CORPORATION**




**INDEX
      TO FORM 10-KSB**


PART
                    IItem
                    1.
                
                Description
                    of Business
                1Item
                    2.
                
                Description
                    of Property
                13Item
                    3.
                
                Legal
                    Proceedings
                13Item
                    4.
                
                Submission
                    of Matters to a Vote of Security Holders
                15PART
                    IIItem
                    5.
                
                Market
                    for Common Equity, Related Stockholder Matters and Small Business
                    Issuer
                    Purchases of Equity Securities
                16Item
                    6.
                
                Management’s
                    Discussion and Analysis or Plan of Operation
                18Item
                    7.
                
                Financial
                    Statements
                24Item
                    8.
                
                Changes
                    In and Disagreements With Accountants on Accounting and Financial
                    Disclosure
                24Item
                    8A.
                
                Controls
                    and Procedures
                24Item
                    8B.
                
                Other
                    Information
                24PART
                    IIIItem
                    9.*
                
                Directors,
                    Executive Officers, Promoters, Control Persons and Corporate
                    Governance;
                    Compliance With Section 16(a) of the Exchange Act
                25Item
                    10.*
                
                Executive
                    Compensation
                25Item
                    11.*
                
                Security
                    Ownership of Certain Beneficial Owners and Management and Related
                    Stockholder Matters
                25Item
                    12.*
                
                Certain
                    Relationships and Related Transactions, and Director
                    Independence
                25Item
                    13.
                
                Exhibits
                25Item
                    14.*
                
                Principal
                    Accountant Fees and Services
                25SIGNATURES
                26


*
      The
      information required under this Item is contained in the Registrant’s Proxy
      Statement for the Annual Meeting of Stockholders scheduled to be held on April
      2, 2008, and is incorporated herein by reference. The Proxy Statement will
      be
      filed with the SEC on or before February 28, 2008.









**PART
      I**




**Item
              1.**
            **Description
                of Business**




**General**




Scivanta
      Medical Corporation (“Scivanta” or the “Company”) is a Nevada corporation that
      is headquartered in Spring Lake, New Jersey. On
      January 4, 2007, we changed our name from Medi-Hut Co., Inc. to Scivanta Medical
      Corporation.




On
      July
      12, 2007, we dissolved our wholly-owned subsidiary, Scivanta Corporation, a
      New
      Jersey corporation. Scivanta Corporation remained inactive from the date of
      its
      formation, October 17, 2003, to the date of its dissolution.




Until
      the
      fiscal year ended October 31, 2003, our business included the distribution
      of
      over the counter medical devices and supplies, such as condoms and alcohol
      preparation pads, and generic and name brand pharmaceuticals. Our business
      also
      included the sale of hormone replacement therapy drugs (Syntest), which were
      manufactured and supplied to us by a third party manufacturer. Our products
      generally were sold by distributors or wholesalers to pharmacies or directly
      to
      customers through mail order. During this time period we also were developing
      the Elite Safety Syringe and the Solo-Safe Safety Syringe. Due to vendor
      disputes, low profit margins and/or minimal market opportunities, we ceased
      selling and/or developing each of these products. We currently
      do not sell any products or technologies.




On
      November 10, 2006, we acquired
      the exclusive world-wide rights to develop, manufacture and distribute the
      Hickey Cardiac Monitoring System (the “HCMS”), a minimally invasive two-balloon
      esophageal catheter system used to monitor cardiac performance.  The
      HCMS
      is currently in the development stage and we anticipate that it will take
      approximately 12 to 15 months from the date of this report to complete
      development and related clinical trials. In addition, we must also receive
      the
      appropriate regulatory approvals before the HCMS can be marketed in the United
      States or abroad.  No
      assurance can be given that we will receive the appropriate regulatory approvals
      to market the HCMS.




**Strategy
      for Business Development**




The
      HCMS
      will provide the primary measures of cardiac performance and left atrial
      pressure which are crucial measurements in treating critically ill patients.
      The
      HCMS is currently in the development stage and we anticipate that it will take
      approximately 12 to 15 months from the date of this report to complete
      development and related clinical trials. In addition, we must also receive
      the
      appropriate regulatory approvals before the HCMS can be marketed in the United
      States or abroad.




We
      anticipate funding the development of the HCMS through cash on hand of
      approximately $1,925,000 (as of January 15, 2008), proceeds received from the
      NYSTAR Contract (see Company Developments - Acquisition of the HCMS), equity
      and/or debt financing and corporate partnerships. No assurances can be given
      that our cash position, together with the proceeds from the NYSTAR Contract
      and
      any corporate partnerships, will be sufficient to develop the HCMS, or if such
      cash and proceeds are insufficient, that we will be able to obtain additional
      funds through equity and/or debt financing. In addition, no assurances can
      be
      given that if we successfully develop and market the HCMS, such product will
      become profitable.




1




In
      addition to developing the HCMS, our strategy for business development will
      focus on the acquisition, through licensing or purchasing, of technologies
      or
      products that are sold or are capable of being sold in a specialty or niche
      market. Technologies or products of interest include, but are not limited to,
      medical devices, pharmaceuticals and other proprietary technologies or patented
      products. Specialty or niche-market technologies or products, in comparison
      to
      commodities, generally offer greater operating margins. These products are
      distributed through specialty distributor networks or manufacturer
      representatives to the original equipment manufacturer market, supplier and
      provider markets and to the general marketplace.




Annual
      sales, if any, of the prospective technologies and products that we will
      evaluate are generally less than $5 million. We believe that these technologies
      or products generally are not attractive to larger companies because they do
      not
      represent opportunities for revenues and earnings that would be material to
      those companies. We will consider technologies and products that generally
      experience lower sales or lack of development because of inadequate distribution
      channels, lack of companion products or insufficient capital.




Below
      is
      a listing of criteria we utilize in identifying and evaluating potential
      technology or product acquisitions:




·
            Whether
                the technology or product is a specialty or niche-market product
                which is
                distributed through specialty
                distributors.




·
            Whether
                the technology or product is unique or
                patented.




·
            Whether
                the technology or product has, or is capable of achieving, an attractive
                gross margin, usually in excess of
                35%.




·
            Whether
                the prospective seller is receptive to receiving equity as part of
                the
                purchase price.




·
            Whether
                the market for the technology or product is expanding, but not to
                such a
                degree as to attract larger manufacturers or result in the technology
                or
                product achieving commodity status.




·
            Whether
                we can access marketing channels to market and distribute the technology
                or product.




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




2


**Company
      Developments**




*Litigation*




Syntest
      Litigation - See
“Item 3. Legal Proceedings - Syntest Litigation.”




Loures
      Lawsuit - See
“Item 3. Legal Proceedings - Loures Lawsuit.”




*Acquisition
      of the HCMS*




On
      November 10, 2006, we entered into a technology license agreement (the “License
      Agreement”) with The Research Foundation of State University of New York, for
      and on behalf of the University at Buffalo (the “Foundation”), Donald D. Hickey,
      M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation, Hickey and
      Lundgren shall be collectively referred to herein as the “Licensor.” Pursuant to
      the License Agreement, the Licensor granted Scivanta the exclusive world-wide
      rights to develop, manufacture and distribute the HCMS, a minimally invasive
      two-balloon esophageal catheter system used to monitor cardiac performance.
      The
      term of the License Agreement commenced on November 10, 2006 and ends on the
      latter of (1) the expiration date of the last to expire patent right related
      to
      the HCMS, which is currently June 12, 2018, or (2) ten years from the sale
      of
      the first HCMS product.




Scivanta
      agreed to make an initial payment of $264,300 which was subsequently reduced
      to
      $262,957 pursuant to an amendment to the License Agreement dated June 29, 2007.
      Scivanta paid $40,900 on November 16, 2006 and $80,000 on October 31, 2007
      and
      is required to pay $142,057 on or before November 1, 2008. In addition, Scivanta
      is required to pay the Licensor a royalty of 5% on annual net sales, as defined
      in the License Agreement, subject to certain reductions as detailed in the
      License Agreement. Beginning with the first full year of sales of the HCMS
      in
      the United States and for two years thereafter, Scivanta is required to pay
      an
      annual minimum royalty of $100,000 to the Licensor against which any royalty
      on
      net sales paid in the same calendar year for sales in the United States will
      be
      credited. Further, beginning with the first full year of sales of the HCMS
      outside the United States and for two years thereafter, Scivanta is required
      to
      pay an annual minimum royalty of $100,000 to the Licensor against which any
      royalty on net sales paid in the same calendar year for sales outside the United
      States will be credited. In addition, Scivanta is required to pay the Licensor
      25% of all sublicensing revenue received by it in connection with the HCMS.
      Scivanta is also obligated to make milestone payments to the Licensor as
      follows: (1) first insertion of a catheter utilizing the HCMS in a human
      clinical trial - $75,000; (2) first submission of the HCMS for regulatory
      approval in any country - $100,000; and (3) first notice of regulatory approval
      to market the HCMS in any country - $150,000.




The
      License Agreement also requires Scivanta to use commercially reasonable efforts
      to commercialize and market the HCMS within certain timeframes, subject to
      specified exceptions as detailed in the License Agreement. Further, the License
      Agreement contains standard provisions regarding indemnification, termination
      and patent prosecution.




On
      June
      27, 2007, Scivanta and the Foundation entered into a subcontractor agreement.
      Pursuant to this agreement, the Foundation contracted Scivanta to develop the
      software and hardware components of the HCMS outlined in the contract awarded
      by
      the New York State Office of Science Technology and Academic Research (“NYSTAR”)
      to the Foundation and the Foundation’s company partner, Ethox International,
      Inc. (“Ethox”), on December 1, 2005 (the “NYSTAR Contract”). The initial term of
      the NYSTAR Contract was for a 2 year period ended November 30, 2007, which
      was
      extended by NYSTAR for an additional 1 year period ending November 30, 2008.




3




On
      June
      29, 2007, Scivanta amended the License Agreement to allow the Licensor to enter
      into a non-exclusive manufacturing license agreement with Ethox, entered into
      on
      June 29, 2007, whereby Ethox was granted the right to manufacture the catheter
      component of the HCMS for Scivanta.




As
      a
      result of the subcontractor agreement, the amended License Agreement and the
      non-exclusive manufacturing license agreement between the Licensor and Ethox,
      the development of the HCMS will be partially funded through the NYSTAR
      Contract. Pursuant to the terms of the NYSTAR Contract, up to $937,500 of
      funding is available for the development of the HCMS with the State of New
      York
      providing $750,000 of the funding and Ethox providing $187,500 of the funding.
      Ethox is also required to provide $562,500 of in-kind contributions. Pursuant
      to
      the development agreement between Scivanta and Ethox dated June 29, 2007 (see
      Catheter Development Agreement), Scivanta will provide Ethox with the $187,500
      of cash required under the NYSTAR Contract while Ethox will provide the $562,500
      of in-kind contributions (primarily contributed services). The funding received
      from the NYSTAR Contract will partially support the development of: the catheter
      component of the HCMS by Ethox (see Catheter Development Agreement); the
      software component of the HCMS by Applied Sciences Group, Inc. (“ASG”) (see
      Software Development Agreement); and the hardware component of the HCMS by
      Sparton Medical Systems (“Sparton”) (see Hardware Development Agreement). Under
      the terms of the subcontractor agreement between the Foundation and Scivanta,
      the Foundation, utilizing the $937,500 of funding provided under the NYSTAR
      Contract, will reimburse Scivanta up to $899,500 of allowable expenditures
      incurred by Scivanta in connection with the development of the software and
      hardware components of the HCMS. ****




*Catheter
      Development Agreement*




On
      June
      29, 2007, Scivanta and Ethox entered into a development agreement whereby Ethox
      will provide Scivanta engineering and development support for the catheter
      component of the HCMS in exchange for the rights to manufacture the component
      upon regulatory approval and commercialization of the HCMS. Scivanta also agreed
      to make a cash payment to Ethox of $187,500 which will be made in connection
      with the NYSTAR Contract funding discussed above. The cash payment of $187,500
      will be paid in installments over the next 6 to 12 months in amounts that will
      be based on Ethox’s funding requirements as specified in the NYSTAR Contract.
      Scivanta paid $46,875 to Ethox on September 12, 2007 related to the NYSTAR
      Contract. The development agreement has a two year term which may be extended
      up
      to six additional months. The services to be provided by Ethox include: (1)
      the
      management of project costs and schedule, (2) the development of system
      functional specifications based on marketing inputs, (3) the development of
      disposable catheter specifications to achieve functional requirements, (4)
      the
      manufacturing of disposable catheters in accordance with applicable requirements
      for clinical trials, and (5) the provision of regulatory resources for the
      management of clinical submissions for marketing approval from the United States
      Food and Drug Administration (the “FDA”) and the European Medicines Agency.
      Pursuant to the development agreement, Scivanta is responsible for the selection
      and costs of all raw materials and for the packaging design. During the term
      of
      the development agreement and for a period of twelve months thereafter, Ethox
      will not participate in the design, development, creation or production of
      a
      double balloon catheter to be used as part of a cardiac monitoring system.
      The
      development agreement also contains standard provisions regarding
      indemnification and termination.




4




Terms
      for
      the manufacturing of the catheter component of the HCMS are contained in a
      supply agreement which will be entered into by Scivanta and Ethox upon
      regulatory approval of the HCMS. The form of the supply agreement has been
      attached as a schedule to the development agreement. The supply agreement will
      have a four year term commencing on the date of the first commercial production
      of the catheter component of the HCMS, and thereafter shall renew on an annual
      basis unless terminated by either party in accordance with the supply agreement.
      The supply agreement will also contain a minimum order requirement, a pricing
      schedule and will provide for an additional payment to Ethox of up to $535,000,
      which will be paid to Ethox over the term of the supply agreement on a per
      unit
      basis based on the minimum number of units that Scivanta is required to order
      under the supply agreement.




*Software
      Development Agreement*




On
      July
      2, 2007, Scivanta entered into a development agreement with ASG. Pursuant to
      the
      terms of this agreement, ASG will provide software engineering services to
      Scivanta on the continuing development of the HCMS. The fees to be charged
      by
      ASG related to this agreement could potentially range between $335,000 and
      $400,000. Scivanta can terminate the agreement at any time upon written
      notification.




*Hardware
      Development Agreement*




On
      August
      22, 2007, Scivanta and Sparton entered into a development agreement whereby
      Sparton will provide Scivanta engineering and development support for the
      hardware component of the HCMS. The development agreement has a one year term
      and may be extended for additional one year terms. The development agreement
      can
      be terminated at any time by either party upon the delivery of written notice
      to
      the other party. The services to be provided by Sparton include: (1) planning
      and development of design control documents, (2) concept development, including
      mechanical, electrical and software design, (3) completion of a detailed design
      and an engineering model, (4) assembly of proto-type models and preliminary
      design verification testing, (5) the production of “pilot” devices using formal
      drawings and validated processes, and (6) design verification testing on the
      “pilot” units.




Pursuant
      to the development agreement, Scivanta made an initial deposit of $60,000 on
      September 6, 2007, which will be applied to the payment of material costs and
      fees owed by Scivanta under the development agreement provided that Scivanta
      makes timely payments to Sparton during the first four months of the development
      agreement. Scivanta is also required to pre-pay for any material with a cost
      in
      excess of $5,000. It is estimated that up to $1,650,000 could be billed by
      Sparton for services and materials provided under the development agreement.




5


*Private
      Placement of Convertible Debentures*





On
      February 8, 2007, the Company closed on a private placement of convertible
      debentures (the “February 2007 Debentures”). The aggregate amount of gross
      proceeds received in connection with this private placement was $250,000, which
      will be used for working capital purposes, including the development of the
      HCMS. The February 2007 Debentures have a 3 year term maturing on January 31,
      2010, and bear interest at a rate of 8% per annum. Interest is payable in annual
      installments, beginning on February 1, 2008, in cash or, at the option of the
      Company, in shares of the Company’s common stock. If the Company elects to pay
      the interest in shares of the Company’s common stock, the number of shares
      issued as payment will be equal to the quotient of the unpaid interest divided
      by the market price of the Company’s common stock as defined in the February
      2007 Debentures. Up to 50% of the aggregate principal amount of the February
      2007 Debentures are immediately convertible into shares of the Company’s common
      stock at the option of the holders at a conversion price of $0.20 per share.
      The
      remaining 50% of the aggregate principal amount of the February 2007 Debentures
      are convertible at the option of the holders at any time after February 1,
      2008
      at a conversion price of $0.30 per share. An aggregate amount of 1,041,667
      shares of common stock could be issued pursuant to these February 2007
      Debentures.





*Conversion
      and Repayment of May 2005 Convertible Debentures*





On
      May
      26, 2005, Company closed on a private placement of 8% convertible debentures
      (the “May 2005 Debentures”). The May 2005 Debentures matured on April 30, 2007.
      Interest of 8% per annum was payable in annual installments, beginning on May
      1,
      2006, in cash or, at the option of the Company, in shares of the Company’s
      common stock. If the Company elected to pay the interest in shares of the
      Company’s common stock, the number of shares issued as payment would be equal to
      the quotient of the unpaid interest divided by the market price of the Company’s
      common stock as defined in the May 2005 Debentures.




In
      connection with the maturity of the May 2005 Debentures, the holders of the
      May
      2005 Debentures elected to convert $275,000 of the outstanding principal balance
      into shares of the Company’s common stock. As a result, pursuant to the terms of
      the May 2005 Debentures, the Company issued 2,125,000 shares of its common
      stock
      to the holders of the May 2005 Debentures. In addition, the Company issued
      114,288 shares of its common stock to the holders of the May 2005 Debentures
      as
      payment of $24,000 of interest due on the May 2005 Debentures for the period
      commencing May 1, 2006 and ending April 30, 2007. The number of shares issued
      as
      payment of the interest due was calculated based on the fair market value of
      the
      Company’s common stock ($0.21 per share) on April 30, 2007.




6


*Sale
      of New Jersey Tax Losses*





In
      October 2007, we were approved by the New Jersey Economic Development Authority
      (the “NJEDA”) to participate in the NJEDA Technology Business Tax Certificate
      Transfer Program. This program enables approved, unprofitable technology
      companies based in the State of New Jersey to sell their unused net operating
      loss carryovers and unused research and development tax credits to unaffiliated,
      profitable corporate taxpayers in the State of New Jersey for at least 75%
      of
      the value of the tax benefits. On December 19, 2007, we received $306,803 of
      net
      proceeds from a third party related to the sale of approximately $3,874,000
      of
      our unused net operating loss carryovers for the State of New Jersey. We will
      use these proceeds to continue the development of the HCMS and for working
      capital purposes.




**Principal
      Product**




The
      HCMS
      is a minimally invasive two-balloon esophageal catheter system that will provide
      the primary measures of cardiac performance and left atrial pressure which
      are
      crucial measurements in treating critically ill patients. The HCMS two balloon
      catheter is inserted into the esophagus and capitalizes on the anatomic
      relationship of the left atrium and aortic arch proximate to the esophagus.
      Once
      positioned, the catheter’s balloons are inflated. The wall motion in the left
      atrium and the aorta generates pressure changes in the respective balloons.
      These signals, along with signals from an electrocardiogram, phonocardiogram
      and
      automated blood pressure cuff, are transmitted to the monitoring system, which
      converts the data into important, real-time, clinical measurements utilizing
      a
      proprietary software algorithm.




The
      current standard of care for monitoring critically ill patients suffering from
      various cardiovascular conditions is an invasive procedure known as pulmonary
      artery catheterization. That procedure requires an incision into a patient’s
      neck or groin and the insertion of a Swan-Ganz catheter into the right atrium
      and ventricle of the heart, and then into a pulmonary artery. That procedure
      must be performed in an intensive care unit.




Unlike
      the Swan-Ganz catheter, the HCMS will provide the primary measurements of
      cardiac performance in a minimally invasive and more cost effective manner
      and
      is designed to be used outside of an intensive care setting. In addition, the
      HCMS also provides clinical measurements of left ventricular contractility,
      left
      atrial transmural pressure and pleural pressure, which the Swan-Ganz does not
      provide. We believe that the measure of contractility during isovolumic
      contraction is an important advance offered by the HCMS, and is a distinct
      advantage over the Swan-Ganz catheter. Measurement of left ventricular
      contractility is potentially a new standard for monitoring the treatment of
      congestive heart failure.





The
      HCMS
      is currently in the development stage and we anticipate that it will take
      approximately 12 to 15 months from the date of this report to complete
      development and related clinical trials. In addition, we must also receive
      the
      appropriate regulatory approvals before the HCMS can be marketed in the United
      States or abroad.





7


**Patents
      and Copyrights**




The
      HCMS
      is the subject of 11 United States patents and corresponding patents in major
      international markets, including Canada, the European Union, Japan and India.
      The patents cover the important facets of the HCMS, including catheter design
      and construction, catheter positioning, monitor design, algorithms and balloon
      inflation techniques. The United States patents include United States Patent
      and
      Trademark Office numbers: 5,048,532; 5,181,517; 5,263,485; 5,398,692; 5,551,439;
      5,570,671; 5,697,375; 5,921,935; 6,120,442; 6,238,349; and 6,432,059. In
      addition, the software that converts the pressure signals into useful clinical
      information is the subject of copyright.




**Manufacturing
      and Principal Suppliers**




We
      currently intend to outsource the manufacturing of the components for the HCMS.
      We recently entered into a development agreement with Ethox whereby Ethox will
      assist in the development of the catheter component of the HCMS and will
      manufacture the catheter component of the HCMS (see Company Developments -
      Catheter Development Agreement). No other formal manufacturing agreements have
      been entered into at this time.




**Distribution,
      Sales and Marketing**




We
      currently do not maintain a dedicated sales force and currently do not sell
      any
      products. We currently intend to outsource the distribution and sales
      requirements related to the HCMS. No formal distribution or sales agreements
      have been entered into at this time.




**Competition**




The
      following devices are used to measure cardiac performance and it is anticipated
      that such devices would compete with the HCMS for market share.




The
      pulmonary artery catheter, otherwise known as the Swan-Ganz catheter, is the
      established tool for monitoring cardiac performance and left atrial pressure.
      The Swan-Ganz catheter is inserted through a vein into the right atrium and
      ventricle of the heart, and threaded into the pulmonary artery. Due to the
      invasive nature of the Swan-Ganz catheter, it must be inserted within a
      hospital’s intensive care unit and is not recommended for long-term cardiac
      monitoring. Major distributors of the Swan-Ganz catheter are Edwards
      Lifesciences Corporation and Hospira Inc.





Currently,
      there are products in the market that measure cardiac performance on a
      non-invasive or minimally-invasive basis. None of these products have been
      as
      successful as the Swan-Ganz catheter. Echocardiography has been utilized to
      measure cardiac performance. The echocardiography device measures the aortic
      diameter and the movement of red blood cells to determine the velocity and
      direction of blood flow to calculate stroke volume and thus cardiac performance.
      Echocardiography is thought to generate inconsistent results, is dependent
      on
      technician skill and technique, is limited in the kinds of patients it can
      address and is time intensive. Accordingly, echocardiography has not been widely
      accepted as an alternative device for measuring cardiac performance. Major
      distributors of echocardiography devices include Siemens Medical Solutions
      Inc.
      and Philips Medical Systems.




8




Trans-esophageal
      probes featuring a doppler transducer on the end of large bore esophageal
      catheters have been utilized to generate echocardiographic images from a
      position in close proximity to the heart. This method also has not met with
      widespread clinical acceptance for reasons of accuracy, significant patient
      discomfort in administration and its time-intensive nature. Arrow International,
      Inc. markets this type of device.





Impedance
      cardiography uses the heart’s electrical characteristics in order to measure the
      heart’s mechanical, or blood flow, characteristics. The procedure is inaccurate
      in many circumstances, such as in patients with septic shock and/or severe
      aortic valve regurgitation and/or irregular heartbeats. In addition,
      measurements can be inaccurate if the patient moves excessively while
      monitoring. CardioDynamics International Corporation markets this type of
      device.





**Government
      Regulation**




*Medical
      Devices*




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




All
      medical device manufacturing establishments are required to be registered with
      the FDA. Similarly, all categories of medical devices marketed by a company
      in
      the United States are required to be listed. This listing information must
      be
      updated pursuant to FDA regulations. The FDA can take regulatory action against
      a company that does not provide or update its registration and listing
      information. Pursuant to the Food, Drug and Cosmetic Act (the “FDC Act”),
      medical devices intended for human use are classified into three categories,
      Classes I, II and III, on the basis of the controls deemed necessary by the
      FDA
      to reasonably assure their safety and effectiveness. Class I devices are subject
      to general controls (for example, labeling, pre-market notification and
      adherence to good manufacturing practice regulations) and Class II devices
      are
      subject to general and special controls (for example, performance standards,
      post-market surveillance, patient registries, and FDA guidelines). Generally,
      Class III devices are those which must receive pre-market approval (“PMA”) from
      the FDA to ensure their safety and effectiveness (for example, life-sustaining,
      life-supporting and implantable devices, or new devices which have not been
      found substantially equivalent to legally marketed devices).




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




9




In
      addition to requiring clearance or approval for new products, the FDA may
      require clearance or approval prior to marketing products that are modifications
      of existing products. FDA regulations provide that new 510(k) pre-market
      notification clearances are required when, among other things, there is a major
      change or modification in the intended use of the device or a change or
      modification to a legally marketed device that could significantly affect its
      safety or effectiveness. The developer and/or manufacturer is expected to make
      the initial determination as to whether a proposed change to a cleared device
      or
      to its intended use is of a kind that would necessitate the filing of a new
      510(k) pre-market notification.




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




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




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




10




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




Federal,
      state and foreign laws and regulations regarding the manufacture, sale and
      distribution of medical devices are subject to future changes. For example,
      Congress enacted the Medical Device User Fee and Modernization Act of 2002,
      which included several significant amendments to the prior law governing medical
      devices. Additionally, the FDA made significant changes to its Good
      Manufacturing Practices under the Quality System Regulations in 1996 and may
      make changes to other regulations as well. We cannot predict what impact, if
      any, such changes might have on our future business; however, such changes
      could
      have a material impact on us and our business, financial condition and operating
      results.




We
      currently believe that the HCMS will require 510(k) pre-market notification
      clearance from the FDA. A working prototype of the HCMS currently exists.
      However, in order for us to be in a position to market the HCMS, we need to:
      (1)
      design and construct production models of the HCMS for clinical testing, (2)
      file a request with the FDA for authority to conduct clinical trials, (3)
      undertake the clinical trials, (4) file for 510(k) pre-market notification
      clearance to distribute the HCMS and (5) initiate manufacturing and distribution
      of the HCMS. We currently anticipate that it will take approximately 12 to
      15
      months from the date of this report to complete development and the related
      clinical trials and receive the appropriate regulatory approvals. If the FDA
      does not grant us a 510(k) pre-market notification clearance for the HCMS,
      we
      would be required to apply for a PMA from the FDA which could significantly
      increase the amount of time required to receive the FDA’s approval to market the
      HCMS. No assurance can be given that the FDA will ultimately approve the HCMS
      for sale.





*Pharmaceutical
      Products*




Although
      we are not currently selling or developing any pharmaceutical products, if
      we
      acquire or develop one or more pharmaceutical products, the development and
      sale
      thereof will be subject to government regulation as briefly described below.




11




The
      FDA
      and comparable regulatory agencies in state and local jurisdictions and in
      foreign countries impose substantial requirements upon the clinical development,
      manufacture and marketing of pharmaceutical products. These agencies and other
      federal, state and local entities regulate research and development activities
      and the testing, manufacture, quality control, safety, effectiveness, labeling,
      storage, record keeping, approval, advertising and promotion of such products.
      Under the FDC Act, all drugs require FDA approval before marketing, with certain
      limited exceptions. This approval requires that the drug company establish
      that
      the drug is safe and effective for its labeled use. These regulations could
      have
      a material impact on our future ability to distribute pharmaceutical
      products.




Additionally,
      products that contain controlled substances are subject to the requirements
      of
      the Drug Enforcement Administration relating to the manufacturing, marketing
      and
      selling of such products. Under the Drug Enforcement Agency’s requirements,
      there are two ways in which a product can be legally manufactured, marketed
      and
      sold: registration or exemption. Under the registration requirements, a company
      that wishes to produce or market any product containing a controlled substance
      can register to manufacture, market and sell such product and this registration
      is done by schedule and not by product. Further, if a company is registered
      to
      produce products containing substances at a certain schedule level, the
      registration also includes the right to produce products containing ingredients
      on a “higher” numbered schedule. Under the exemption requirements, a product can
      be exempted from Drug Enforcement Agency requirements and can be legally
      manufactured, marketed and distributed. Exemptions are given on a product by
      product basis.




*General*




When
      offering for sale medical devices and pharmaceutical products, we may also
      have
      to comply with federal and state anti-kickback and other healthcare fraud and
      abuse laws. Moreover, approval must be obtained for a pharmaceutical product
      by
      comparable governmental regulatory authorities in foreign countries prior to
      the
      commencement of clinical trials and subsequent marketing of such product in
      those countries. The approval procedure varies from country to country, and
      the
      time required may be longer or shorter than that required for FDA approval.




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




**Insurance**




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




12




**Employees**




We
      currently have three full-time employees, including David R. LaVance, President
      and Chief Executive Officer, and Thomas S. Gifford, Executive Vice President,
      Chief Financial Officer (Treasurer) and Secretary. We have not experienced
      any
      work stoppages to date and we believe that our relationship with these employees
      is good.




**Item
              2.**
            **Description
                of Property**




On
      May 1,
      2004, Scivanta and Century Capital Associates LLC (“Century Capital”) entered
      into a Shared Services Agreement whereby Scivanta rented three fully furnished,
      business equipped offices approximating 340 square feet inside Century Capital’s
      existing offices. This agreement had a month to month term that required sixty
      days written notice to terminate and a monthly rental fee of $2,500. David
      R.
      LaVance, Scivanta’s President and Chief Executive Officer and Thomas S. Gifford,
      Scivanta’s Executive Vice President, Chief Financial Officer (Treasurer) and
      Secretary are Principals of Century Capital.




Effective
      February 1, 2007, the Shared Services Agreement between Scivanta and Century
      Capital was terminated and replaced with a Sublease Agreement. Pursuant to
      the
      Sublease Agreement, Scivanta rents office space approximating 2,000 square
      feet
      inside Century Capital’s existing offices. In addition, Scivanta rents office
      furniture and other equipment from Century Capital. This agreement has a month
      to month term that requires sixty days written notice to terminate and a monthly
      rental fee of $5,000. Scivanta is responsible for all operating costs associated
      with the office space, including utilities, maintenance and property taxes.




**Item
              3.**
            **Legal
                Proceedings**




**Syntest
      Litigation**




On
      May
      12, 2003, the Company commenced an action in the United States District Court
      for the Eastern District of New York against Syntho Pharmaceuticals Inc.
      (“Syntho”) and its principal owner, Muhammed Malik (collectively, the “Syntho
      Group”), Breckenridge Pharmaceutical Inc. (“Breckenridge”) and its principal
      owner, Larry Runsdorf (the “Breckenridge Group”), Scott Schrader and his
      affiliates, namely Schrader Associates, Bluegrass Drug LLC and Medpharm
      Corporation (collectively, the “Schrader Group”), relating to the Company’s
      exclusive right to distribute the hormone replacement therapy drug, Syntest,
      under an agreement with Syntho which expired no earlier than November 2006.
      In
      its complaint, the Company alleged, among other things, that Syntho permitted
      Breckenridge, Medpharm Corporation and Bluegrass Drug LLC to distribute Syntest
      in violation of its agreement with Syntho and that Scott Schrader and Schrader
      Associates, which had been appointed by the Company as the exclusive broker
      with
      respect to sales of Syntest to drug wholesalers, chain drug stores and managed
      care companies, offered discounts, incentives and rebates to customers of the
      Company without the Company’s authorization.




On
      April
      21, 2004, the Company entered into a settlement agreement and limited release
      with the Schrader Group. Pursuant to this agreement, the Company and the
      Schrader Group agreed to dismiss with prejudice the actions which were pending
      against each other. As part of the settlement reached by the Company and the
      Schrader Group, the Schrader Group paid to the Company a cash payment of
      $375,000. In addition, the parties released each other from certain claims
      arising out of the distribution and sale of Syntest.




13




On
      October 17, 2005, the Company and Breckenridge entered into a purchase and
      settlement agreement pursuant to which the Company sold its distribution and
      other rights and business with respect to the hormone replacement drug, Syntest,
      to Breckenridge. In consideration for the sale of such rights and the other
      benefits provided under the purchase and settlement agreement,  Breckenridge
      paid the Company an aggregate of $1,000,000 as follows: (1) $250,000 was paid
      shortly after the execution of the purchase and settlement agreement, and (2)
      $50,000 was paid on or about the first day of each month for a 15 month period
      commencing on November 1, 2005 and ending on January 1, 2007. Further, pursuant
      to the settlement agreement, the Company and Breckenridge dismissed their
      actions against each other and released each other from any further claims
      arising out of the distribution and sale of Syntest, except as provided under
      the purchase and settlement agreement. As of January 2, 2007, all amounts due
      under the purchase and settlement agreement had been received by the Company.




On
      November 22, 2006, the Company, Century Capital, David R. LaVance and Thomas
      S.
      Gifford entered into a settlement agreement and release with the Syntho Group
      and Intermax. Pursuant to the settlement agreement, the Company and the Syntho
      Group agreed to dismiss with prejudice the actions against each other which
      were
      pending in the United States District Court for the Eastern District of New
      York
      and in the Superior Court of New Jersey. In addition, the Syntho Group agreed
      to
      dismiss with prejudice the related actions against Century Capital, David R.
      LaVance and Thomas S. Gifford which were pending in the United States District
      Court for the Eastern District of New York and the Company and Intermax agreed
      to dismiss with prejudice the related actions against each other which were
      pending in the United States District Court for the Eastern District of New
      York
      and in the Superior Court of New Jersey. As part of the settlement reached
      by
      the parties, the Syntho Group paid the Company an aggregate of $3,100,000 as
      follows: (1) $250,000 was paid upon the execution of the settlement agreement;
      (2) $100,000 was paid on or about the 27 th day of
      each month for a 3 month period commencing on December 27, 2006 and ending
      on
      February 27, 2007 and (3) $2,550,000 was paid on March 27, 2007. As of March
      27,
      2007, all amounts due the purchase and settlement agreement had been received
      by
      the Company.




**Loures
      Lawsuit** **




On
      December 28, 2004, an action was commenced in the Superior Court of New Jersey
      by James J. Loures, Jr. and his wife, Christine Loures (collectively, the
“Loures”), against Scivanta and certain of its former officers and directors.
      The Loures alleged that Scivanta, our former officers and certain of our former
      directors engaged in a scheme to inflate Scivanta’s revenues and earnings
      through a series of accounting irregularities and fraudulent financial
      disclosures during the period June 2001 through March 2003 which resulted in
      the
      Loures’ loss of approximately $120,000. The Loures allegations are the same as
      those alleged in the consolidated class action lawsuit against Scivanta which
      was settled in 2004. The Loures were one of eight parties that opted out of
      the
      settlement related to the consolidated class action lawsuit.




14




On
      October 4, 2006, Scivanta filed a motion to dismiss the Loures’ complaint for
      failure to comply with discovery requests in the time required by the court.
      On
      November 3, 2006, the court granted Scivanta’s motion and dismissed the
      complaint without prejudice. On February 7, 2007, the Loures’ supplied Scivanta
      with the outstanding discovery requests and requested that the court vacate
      the
      dismissal order previously issued and reinstate the complaint. On February
      16,
      2007, the court granted the Loures’ request to reinstate the complaint.




On
      October 22, 2007, Scivanta and the Loures reached a settlement. Pursuant to
      the
      settlement, Scivanta paid $20,000 to the Loures and the Loures dismissed their
      complaint against Scivanta.




**Item
              4.**
            **Submission
                of Matters to a Vote of Security
                Holders**




No
      matters were submitted to a vote of the Company’s shareholders during the fourth
      quarter of fiscal 2007.




15




**PART
      II**




**Item
                  5.**
                **Market
                    for Common Equity, Related Stockholder Matters****and Small Business Issuer Purchases of Equity
                    Securities**




Our
      common stock commenced trading on the NASDAQ OTC Bulletin Board under the ticker
      symbol “SCVM” on August 2, 2007. Prior to that date, no established public
      trading market existed for our common stock and shares of our common stock
      were
      neither listed on any national securities exchange, or traded on any public
      stock exchange nor in any other public market. During this period, quotations
      for shares of our common stock were available through the Pink Sheets maintained
      by Pink Sheets LLC. Since secondary market activity for shares of our common
      stock has been limited and sporadic, such quotations may not actually reflect
      the price or prices at which purchasers and sellers would currently be willing
      to purchase or sell such shares.




The
      following table shows the range of high and low closing bid prices for our
      common stock for the period commencing November 1, 2005 through August 1, 2007
      as reported by the Pink Sheets and from August 2, 2007 through October 31,
      2007
      as reported by the OTC Bulletin Board. For the period commencing November 1,
      2005 through January 19, 2007, our common stock traded under the ticker symbol
      “MHUT.” In connection with the change of our name to Scivanta Medical
      Corporation, effective January 22, 2007, our ticker symbol changed to “SCVM.”
These quotations represent prices between dealers and may not include retail
      markups, markdowns or commissions and may not necessarily represent actual
      transactions.




**Year
                Ended October 31, 2007**
            
            **High**
            
            **Low**First
                Quarter
            
            $
            0.29
            
            $
            0.02Second
                Quarter
            
            
            0.50
            
            
            0.19Third
                Quarter
            
            
            0.25
            
            
            0.16Fourth
                Quarter
            
            
            0.24
            
            
            0.09**Year
                Ended October 31, 2006**
            
            
            **High**
            ****
            ****
            **Low**First
                Quarter
            
            $
            0.15
            
            **$**
            0.07Second
                Quarter
            
            
            0.08
            
            
            0.03Third
                Quarter
            
            
            0.08
            
            
            *****Fourth
                Quarter
            
            
            0.07
            
            
            *****







*
      Less
      than $0.01.




The
      NASDAQ OTC Bulletin Board is generally considered to be a less active and
      efficient market than the NASDAQ Global Market, the NASDAQ Capital Market or
      any
      national exchange and will not provide investors with the liquidity that the
      NASDAQ Global Market, the NASDAQ Capital Market or a national exchange would
      offer. As of January 15, 2008, the following were market makers for our common
      stock: Buckman, Buckman and Reid, Inc., E*Trade Capital Markets LLC, Hill
      Thompson Magid and Co., Inc., Domestic Securities, Inc. GunnAllen Financial,
      Inc., Hudson Securities, Inc. and Maxim Group, LLC.




16


**Shareholders**




As
      of
      January 15, 2008, the approximate number of registered holders of our common
      stock was 430; the number of issued and outstanding shares of our common stock
      was 25,750,444; and there were 1,976,682 shares of common stock subject to
      outstanding warrants, 1,801,000 shares of common stock subject to outstanding
      stock options, and 1,041,668 shares of common stock subject to outstanding
      convertible debentures.




**Dividends**




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




**Sales
      of Unregistered Securities for the Fiscal Year Ended October 31,
      2007**




There
      were no sales of unregistered securities during the fiscal year ended October
      31, 2007, other than those set forth below or otherwise reported on Forms 10-QSB
      and/or 8-K filed by the Company during the fiscal year ended October 31,
      2007.





On
      August
      21, 2007, Scivanta issued 200,000 shares of its common stock to Buckman, Buckman
      & Reid, Inc. as consideration for investment banking and consulting
      services. Scivanta did not receive any proceeds from this issuance. These shares
      had a fair market value of $32,000 ($0.16 per share) on the date the Company
      agreed to issue the shares (August 15, 2007). In connection with the issuance
      of
      the 200,000 shares of common stock to Buckman, Buckman & Reid, Inc., the
      Company relied on the exemption from registration for a private transaction
      not
      involving a public distribution provided by Section 4(2) of the Securities
      Act.




On
      August
      21, 2007, Scivanta issued 10,000 shares of its common stock to Red Bank Capital,
      LLC as consideration for consulting services. Scivanta did not receive any
      proceeds from this issuance. These shares had a fair market value of $1,800
      ($0.18 per share) on the date the Company agreed to issue the shares (August
      21,
      2007). In connection with the issuance of the 10,000 shares of common stock
      to
      Red Bank Capital, LLC, the Company relied on the exemption from registration
      for
      a private transaction not involving a public distribution provided by Section
      4(2) of the Securities Act.




**Repurchases
      of Securities**




The
      Company did not repurchase any securities within the fourth quarter of the
      fiscal year covered by this report.




17




**Item
              6.**
            **Management’s
                Discussion and Analysis or Plan of
                Operation**




We
      have
      provided below information about Scivanta’s financial condition and results of
      operations for the fiscal years ended October 31, 2007 and 2006. This
      information should be read in conjunction with Scivanta’s audited financial
      statements for the fiscal years ended October 31, 2007 and 2006 and the related
      notes thereto, which are included on pages F-1 through F-34 of this
      report.




**Background**




Scivanta
      is a Nevada corporation headquartered in Spring Lake, New Jersey. On January
      4,
      2007, we changed our name from Medi-Hut Co., Inc. to Scivanta Medical
      Corporation.




Scivanta
      currently does not have any revenue from any sources. On November 10, 2006,
      pursuant to the License Agreement, we acquired
      from the Licensor the exclusive world-wide rights to develop, manufacture and
      distribute the HCMS, a minimally invasive two-balloon esophageal catheter system
      used to monitor cardiac performance.  The
      HCMS
      is currently in the development stage and we anticipate that it will take
      approximately 12 to 15 months from the date of this report to complete
      development and related clinical trials. In addition, we must also receive
      the
      appropriate regulatory approvals before the HCMS can be marketed in the United
      States or abroad.  No
      assurance can be given that we will receive the appropriate regulatory approvals
      to market the HCMS.




**Critical
      Accounting Policies**




The
      discussion and analysis of our financial condition is based upon the financial
      statements contained elsewhere herein, which have been prepared in accordance
      with accounting principles generally accepted in the United States. The
      preparation of these financial statements required us to make estimates and
      judgments that affect the reported amounts of assets, liabilities, revenue
      and
      expenses, and related disclosure of contingent assets and liabilities. On an
      on-going basis, we evaluate our estimates, including those related to bad debts,
      income taxes, contingencies and litigation. Scivanta based its estimates on
      historical experience and on various other assumptions that are believed to
      be
      reasonable under the circumstances, the results of which form the basis for
      making judgments about the carrying value of assets and liabilities that are
      not
      readily apparent from other sources. Actual results may differ from these
      estimates under different assumptions or conditions.




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




***Research
      and Development***





Scivanta
      expenses research and development costs as incurred. Advance payments related
      to
      development agreements are recorded as prepaid expenses and expensed as the
      work
      is performed.




18




***Income
      Taxes***




Scivanta
      accounts for income taxes under Statement of Financial Accounting Standards
      (“SFAS”) No. 109, *Accounting
      for Income Taxes* .
      This
      statement requires that we recognize a current tax liability or asset for
      current taxes payable or refundable and a deferred tax liability or asset for
      the estimated future tax effects of temporary differences and carryforwards
      to
      the extent they are realizable. We record a valuation allowance to reduce our
      deferred tax assets to the amount that is more likely than not to be realized.
      While Scivanta has considered future taxable income and ongoing prudent and
      feasible tax planning strategies in assessing the need for the valuation
      allowance, in the event we were to determine that it would be able to realize
      the deferred tax assets in the future in excess of the net recorded amount,
      an
      adjustment to the deferred tax asset would increase income in the period such
      determination was made. Likewise, should we determine that Scivanta would not
      be
      able to realize all or part of its net deferred tax asset in the future, an
      adjustment to the deferred tax asset would be charged to income in the period
      such determination was made.




In
      October 2007, we were approved by the NJEDA to participate in the NJEDA
      Technology Business Tax Certificate Transfer Program. This program enables
      approved, unprofitable technology companies based in the State of New Jersey
      to
      sell their unused net operating loss carryovers and unused research and
      development tax credits to unaffiliated, profitable corporate taxpayers in
      the
      State of New Jersey for at least 75% of the value of the tax benefits. On
      December 19, 2007, the Company received $306,803 of net proceeds from a third
      party related to the sale of approximately $3,874,000 of our unused net
      operating loss carryovers for the State of New Jersey. As a result of this
      transaction, we have recognized a current income tax benefit of $306,803 related
      to the sale of the net operating losses.




***Stock
      Based Compensation***




On
      November 1, 2006, Scivanta adopted the Financial Accounting Standards Board
      (the
“FASB”) SFAS 123R, which is a revision of SFAS 123. SFAS 123R supersedes
      Accounting Principles Board Opinion No. 25 (“APB 25”). Scivanta adopted 123R
      using the modified prospective method which allows us to implement the
      provisions of SFAS 123R on all stock-based awards granted after the effective
      date. In addition, SFAS 123R will apply to all awards granted prior to the
      effective date that were unvested on the effective date based on the fair value
      of the option or warrant on the grant-date.




Generally,
      the approach under SFAS 123R is similar to the approach described in SFAS 123.
      However, SFAS 123R requires companies to recognize compensation expense in
      an
      amount equal to the fair value of all share-based payments granted to employees.
      Scivanta calculates the fair value of option and warrant grants utilizing the
      Black-Scholes pricing model. In addition, SFAS 123R requires us to estimate
      forfeiture rates for all unvested awards. In estimating the forfeiture rate,
      we
      monitor both option and warrant exercises as well as employee termination
      patterns. We account for options granted to non-employees under
      SFAS 123R **** and
      Emerging Issues Task Force Consensus No. 96-18, *Accounting
      for Equity Investments that are Issued to Other than Employees for Acquiring,
      or
      in Conjunction with Selling Goods or Services* .
      The
      resulting stock-based compensation expense is recorded over the service period
      in which the non-employee provides services to us, to the extent they do not
      vest at the grant date.




19




The
      resulting stock-based compensation expense is recorded over the service period
      in which the employee or non-employee provides services to Scivanta, to the
      extent the options or warrants do not vest at the grant date and are not subject
      to forfeiture. Options and warrants issued to employees and non-employees that
      are subject to forfeiture are expensed on the vesting date.




Prior
      to
      November 1, 2006, as allowed by SFAS 123, we had applied the intrinsic value
      method pursuant to APB 25 to measure compensation expense for stock-based awards
      to employees. Pursuant to APB 25, we were not required to recognize stock-based
      compensation expense for options granted to employees provided that the exercise
      price of the stock option was equal to or greater than the fair value of our
      common stock on the date of grant. We recorded deferred stock-based compensation
      when the deemed fair value of our common stock for financial accounting purposes
      exceeded the exercise price of the stock options on the date of grant. Any
      such
      deferred stock-based compensation was amortized over the vesting period of
      the
      individual options.





***Legal
      Contingencies***




During
      the fiscal years ended October 31, 2007 and 2006, Scivanta was involved in
      certain legal proceedings. These legal proceedings against us were settled
      as of
      October 31, 2007. During the period when these legal proceedings were active,
      management periodically reviewed estimates of potential costs to be incurred
      in
      conjunction with the adjudication or settlement, if any, of the proceedings.
      Estimates were developed in consultation with outside counsel and were based
      on
      an analysis of potential litigation outcomes and settlement strategies. In
      accordance with the FASB Statement No. 5, *Accounting
      for Contingencies* ,
      loss
      contingencies are accrued if, in the opinion of management, an adverse outcome
      is probable and such outcome can be reasonably estimated. We do not believe
      that
      there are any proceedings that could have a material adverse effect on our
      financial position; however, it is possible that future results for any
      particular quarter or annual period may be materially affected by changes in
      management’s assumptions or the effectiveness of the our strategies relating to
      any legal proceedings.




**Recent
      Accounting Pronouncements**




In
      July
      2006, the FASB issued FASB Interpretation No. 48, ** *Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No.
      109*  (“FIN
      48” ),
      which
      clarifies the accounting and disclosure for uncertain tax positions, as defined.
      FIN 48 seeks to reduce the diversity in practice associated with certain aspects
      of the recognition and measurement related to accounting for income taxes.
      This
      interpretation is effective for fiscal years beginning after December 15, 2006.
      Scivanta adopted FIN 48 effective November 1, 2007 and has determined that
      FIN
      48 will not have a material impact on its results of operations or financial
      condition.





In
      September 2006, the SEC issued Staff Accounting Bulletin No. 108, *Considering
      the Effects of Prior Year Misstatement when Quantifying Misstatements in Current
      Year Financial Statements* (“SAB
      108”). SAB 108 provides interpretative guidance on the process of quantifying
      financial statement misstatements when they are identified and is effective
      for
      fiscal years ending after November 15, 2006. SAB 108 establishes an approach
      that requires quantification of financial statement errors based on the effects
      of each of the company’s balance sheets and statement of operations and the
      related financial statement disclosures. Scivanta applied the provisions of
      SAB
      108 beginning in the first quarter of fiscal 2007 and there was no impact to
      our
      financial statements.




20




In
      February 2007, the FASB issued SFAS No. 159, *The
      Fair Value Option for Financial Assets and Financial Liabilities - Including
      an
      Amendment of FASB Statement No.115* (“SFAS
      159”). SFAS 159 provides companies with an option to measure, at specified
      election dates, certain financial instruments and other items at fair value
      that
      are not currently measured at fair value. A company that adopts SFAS 159 will
      report unrealized gains and losses on items for which the fair value option
      has
      been elected in its financial results during each subsequent reporting date.
      SFAS 159 also establishes presentation and disclosure requirements designed
      to
      facilitate comparisons between entities that choose different measurement
      attributes for similar types of assets and liabilities. SFAS 159 is effective
      for fiscal years beginning after November 15, 2007. Scivanta
      does not expect SFAS 159 to have a material impact on our results of operations
      or financial condition.




In
      June 2007, the FASB ratified the consensus reached by the Emerging Issues
      Task Force (“EITF”) in EITF Issue No. 07-3, *Accounting
      for Nonrefundable Advance Payments for Goods or Services Received for Use in
      Future Research and Development Activities* (“EITF
      07-3”) *,* which
      requires that nonrefundable advance payments for goods or services that will
      be
      used or rendered for future research and development activities be deferred
      and
      amortized over the period that the goods are delivered or the related services
      are performed, subject to an assessment of recoverability. EITF 07-3 is
      effective for fiscal years beginning after December 15, 2007. Scivanta
      does not expect EITF 07-3 to have a material impact on our results of operations
      or financial condition.




In
      December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB
      110”).  SAB 110 expresses the views of the staff regarding the use of a
“simplified” method, as discussed in SAB No. 107, in developing an estimate of
      the expected term of “plain vanilla” share options in accordance with SFAS No.
      123 (revised 2004). Scivanta
      does not expect SAB 110 to have a material impact on its results of operations
      or financial condition.




**Results
      of Operations**




*Net
      Sales.* Scivanta
      discontinued all product sales during the fiscal year ended October 31, 2004
      and
      currently does not
      have any recurring revenue. On
      November 10, 2006, we acquired the exclusive world-wide rights to develop,
      manufacture and distribute the HCMS, a minimally invasive two-balloon esophageal
      catheter system used to monitor cardiac performance. The HCMS is currently
      in
      the development stage and we anticipate that it will take approximately 12
      to 15
      months from the date of this report to complete development and related clinical
      trials. In addition, we must also receive the appropriate regulatory approvals
      before the HCMS can be marketed in the United States or abroad. No assurance
      can
      be given that we will receive the appropriate regulatory approvals to market
      the
      HCMS.




*Research
      and Development.* For
      the
      fiscal year ended October 31, 2007, research and development expenses were
      $276,098, as compared to no research and development expenses for the fiscal
      year ended October 31, 2006. The increase in research and development expenses
      for the fiscal year ended October 31, 2007 was due to the HCMS license costs
      incurred by Scivanta and software and hardware development costs associated
      with
      the HCMS.




21




Research
      and development expenses are expected to significantly increase in the fiscal
      year ending October 31, 2008 as we continue the development of the
      HCMS.





*General
      and Administrative.* For
      the
      fiscal year ended October 31, 2007, general and administrative expenses were
      $1,726,166, as compared to $1,288,869 for the fiscal year ended October 31,
      2006. The $437,297, or 34%, increase in general and administrative expenses
      for
      the fiscal year ended October 31, 2007 was primarily due to a $42,593 increase
      in management compensation and benefits costs, a $134,588 increase in consulting
      expenses primarily related to investor relations activities, a $15,199 increase
      in other fees primarily related to the settlement of the litigation with the
      Syntho Group and Scivanta’s stock certificate exchange program, a $22,550
      increase in expenses related to our annual shareholders meeting, a $22,500
      increase in rent expense, a $60,240 increase in office expenses and a $167,250
      increase in stock based compensation expense to employees, directors and
      consultants. These increases in general and administrative expenses during
      the
      fiscal year ended October 31, 2007 were offset by a decrease in legal expenses
      of $62,850 which were primarily related to a reduction in litigation costs
      and a
      $12,267 decrease in the cost of director and officer liability
      insurance.





General
      and administrative expenses overall should increase in the fiscal year ending
      October 31, 2008 as we pursue other corporate activities and strategic
      initiatives.





*Other
      Income (Expenses).* During
      the fiscal year ended October 31, 2007, we recorded $3,100,000 of other income
      related to the settlement of the litigation with the Syntho Group. During the
      fiscal year ended October 31, 2006, we recorded $433,500 of other income
      primarily related to the settlement of litigation against Rosenberg, Rich,
      Baker, Berman & Company, our former independent registered public accounting
      firm.





During
      the fiscal years ended October 31, 2007 and 2006, we incurred interest expense
      of $44,016 and $23,999, respectively. The $20,017 increase in interest expense
      for the fiscal year ended October 31, 2007 was due to the interest expense
      associated with the note payable due in connection with the acquisition of
      the
      HCMS technology and to the interest expense associated with the February 2007
      Debentures.





*Income
      Tax Benefit* .
      During
      the fiscal year ended October 31, 2007, we recorded an income tax benefit of
      $306,803 related to the sale of a portion of our unused net operating loss
      carryovers for the State of New Jersey to a third party through the NJEDA
      Technology Business Tax Certificate Transfer Program.





*Net
      Income (Loss).* For
      the
      fiscal year ended October 31, 2007, we reported net income of $1,414,379 or
      $0.06 per share (basic and diluted), as compared to a net loss of ($897,324)
      or
      ($0.04) per share (basic and diluted) for the fiscal year ended October 31,
      2006. The increase in net income was primarily attributable to the $3,100,000
      of
      other income related to the settlement of the litigation with the Syntho Group.




22


**Liquidity
      and Capital Resources**




As
      of
      October 31, 2007, Scivanta had working capital of $2,273,243. As of October
      31,
      2007, cash on hand was $2,008,909, an increase of $1,328,528 from October 31,
      2006. The increase in cash on hand was primarily due to the receipt of
      $3,100,000 in proceeds related to the settlement of the litigation with the
      Syntho Group, the receipt of $150,000 on the note receivable related to the
      sale
      of the Syntest distribution rights to Breckenridge and the receipt of $250,000
      of proceeds related to the February 2007 Debentures. These increases in cash
      were offset by a $33,753 increase in prepaid expenses, a $60,000 increase in
      deposits, a $368,512 increase in other receivables and tax loss receivable,
      a
      $296,631 decrease in accounts payable and related party accounts payable, a
      $38,487 decrease in accrued expenses and related party accrued expenses, a
      $120,900 payment on the note payable related to acquisition of the HCMS
      technology and general operating activities.





During
      the past several years, Scivanta has sustained recurring losses and negative
      cash flows from operations. Although we realized $1,057,150 of cash flow from
      operating activities for the fiscal year ended October 31, 2007, management
      does
      not expect to maintain this level during the fiscal year ended October 31,
      2008
      since we do not currently generate any revenue from operations. Scivanta’s
      operations most recently have been funded through a combination of the sale
      of
      our convertible debentures and common stock, proceeds received from the
      settlement of litigation and the sale of New Jersey tax losses.





No
      revenue is currently generated by Scivanta. On December 19, 2007, we received
      $306,803 of net proceeds related to the sale of a portion of our unused net
      operating loss carryovers for the State of New Jersey to a third party through
      the NJEDA Technology Business Tax Certificate Transfer Program. We will use
      these proceeds to continue the development of the HCMS and for working capital
      purposes. As of January 15, 2008, our cash position was approximately
      $1,925,000. We estimate that the cash on hand is sufficient in order to fund
      our
      operations and the development of the HCMS through January 2009.




We
      believe that we will require additional capital in order to complete the
      development of the HCMS, to acquire and develop additional products and
      technologies and to otherwise implement our strategy for business development.
      Scivanta currently does not have any lending relationships with commercial
      banks
      and does not anticipate establishing such relationships in the foreseeable
      future due to our limited operations and assets. Management believes that
      Scivanta will have to focus on obtaining additional capital through the private
      placement of its securities. There can be no assurance as to the availability
      or
      terms upon which such capital might be available. In addition, the Company
      will
      apply in 2008 to the NJEDA to participate in the NJEDA Technology Business
      Tax
      Certificate Transfer Program, to the extent that the Company has New Jersey
      tax
      losses and credits. There can be no assurance that the Company will be approved
      by the NJEDA in 2008 to participate in the NJEDA Technology Business Tax
      Certificate Transfer Program or that the State of New Jersey will continue
      the
      program.





Expenditures
      under our development agreements with Ethox, ASG and Sparton are at our
      discretion. We estimate that we could potentially spend between $1,100,000
      and
      $1,500,000 related to these agreements over the next 12 months. Of this amount,
      we estimate that approximately $899,000 could be reimbursed to us by the
      Foundation with proceeds from the NYSTAR Contract. In addition, we could be
      obligated to make the three milestone payments pursuant to the License Agreement
      ($325,000 in aggregate) during the next 12 months provided that we are
      successful in maintaining our current development schedule for the
      HCMS.




23




**Inflation
      and Seasonality**





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




**Item
              7.**
            **Financial
                Statements******




The
      financial statements of the Company called for by this item are submitted under
      a separate section of this report. Reference is made to the Index of Financial
      Statements contained on page F-1 hereof.




**Item
              8.**
            **Changes
                In and Disagreements With Accountants on Accounting and****Financial
                Disclosure**




None.




**Item
              8A.**
            **Controls
                and Procedures**




As
      required by Rule 13a-15 under the Exchange Act, as of the end of the period
      covered by this Annual Report on Form 10-KSB, the Company carried out an
      evaluation of the effectiveness of the design and operation of the Company's
      disclosure controls and procedures. This evaluation was carried out under the
      supervision and with the participation of the Company's management, including
      the Company's President and Chief Executive Officer and the Company's Chief
      Financial Officer and Secretary, who concluded that the Company's disclosure
      controls and procedures are effective. There has been no change in the Company’s
      internal control over financial reporting during the Company’s last fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Company's internal control over financial reporting.





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




**Item
              8B.**
            **Other
                Information**





None.




24


**PART
      III**




**Item
              9.**
            **Directors,
                Executive Officers, Promoters, Control Persons and Corporate Governance;
                Compliance With Section 16(a) of the Exchange
                Act**




The
      information required by this Item with respect to Scivanta's directors and
      executive officers is contained in Scivanta's Proxy Statement for the Annual
      Meeting of Stockholders scheduled to be held on April 2, 2008, under the
      captions "Election of Directors," "Compliance with Section 16(a) of the
      Securities Exchange Act" and "Executive Officers," and is incorporated herein
      by
      reference.





**Item
              10.**
            **Executive
                Compensation**




The
      information required by this Item with respect to executive compensation is
      contained in Scivanta's Proxy Statement for the Annual Meeting of Stockholders
      scheduled to be held on April 2, 2008, under the captions "Executive
      Compensation" and "Director Compensation," and is incorporated herein by
      reference.





**Item
              11.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters**




The
      information required by this Item is contained in Scivanta's Proxy Statement
      for
      the Annual Meeting of Stockholders scheduled to be held on April 2, 2008, under
      the captions "Securities Authorized for Issuance under Equity Compensation
      Plan"
      and "Principal Stockholders and Security Ownership of Management," and is
      incorporated herein by reference.





**Item
              12.**
            **Certain
                Relationships and Related Transactions****,
                and Director
                Independence**




The
      information required by this Item is contained in Scivanta's Proxy Statement
      for
      the Annual Meeting of Stockholders scheduled to be held on April 2, 2008, under
      the caption "Certain Relationships and Related Transactions" and "Director
      Independence," and is incorporated herein by reference.




**Item
              13.**
            **Exhibits**




Reference
      is made to the Index of Exhibits beginning on page E-1 herein.




**Item
              14.**
            **Principal
                Accountant Fees and
                Services**




The
      information required by this Item is contained in Scivanta's Proxy Statement
      for
      the Annual Meeting of Stockholders scheduled to be held on April 2, 2008, under
      the caption "Principal Accountant Fees and Services," and is incorporated herein
      by reference.





25




**SIGNATURES**




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


**SCIVANTA
              MEDICAL CORPORATION****DATE:**January 23, 2008
            By:
            /s/
              David R. LaVanceDavid
              R. LaVanceChairman
                of the Board of Directors,President
                and Chief Executive Officer




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.


Signatures
              
              Title
              
              Date/s/
                  David R. LaVance
              
              Chairman
                  of the Board of
              
              January
                  23, 2008David R. LaVance
              
              Directors,
                  President and
                  Chief
                    Executive Officer/s/
                  Thomas S. Gifford
              
              Executive
                  Vice President,
              
              January
                  23, 2008Thomas S. Gifford
              
              Chief
                  Financial Officer,
                  Secretary
                    and Director/s/
                  Richard E. Otto
              
              Director
              
              January
                  23, 2008Richard E. Otto/s/
                  Lawrence M. Levy
              
              Director
              
              January
                  23, 2008Lawrence M. Levy/s/
                  Anthony Giordano, III
              
              Director
              
              January
                  23, 2008Anthony Giordano, III




26


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**





**Financial
      Statements**





**Contents**


Report
                  of Independent Registered Public Accounting Firm
              
              F-2Balance
                  Sheets as of October 31, 2007 and 2006
              
              F-3Statements
                  of Operations for the Years Ended October 31, 2007 and
                  2006
              
              F-4Statements
                  of Stockholders’ Equity (Deficiency) for the Years EndedOctober
                  31, 2007 and 2006
              
              F-5Statements
                  of Cash Flows for the Years Ended October 31, 2007 and
                  2006
              
              F-6Notes
                  to the Financial Statements
              
              F-7
  F-1


REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM




To
      the
      Board of Directors and


Stockholders
      of Scivanta Medical Corporation




We
      have
      audited the accompanying balance sheets of Scivanta Medical Corporation,
      formerly Medi-Hut Co., Inc. (the “Company”), as of October 31, 2007 and 2006 and
      the related statements of operations, stockholders’ equity (deficiency) and cash
      flows for each of the two years in the period ended October 31, 2007. These
      financial statements are the responsibility of the Company’s management. Our
      responsibility is to express an opinion on these financial statements based
      upon
      our audits.





We
      conducted our audits in accordance with the standards of the Public Company
      Accounting Oversight Board (United States). Those standards require that we
      plan
      and perform the audits to obtain reasonable assurance about whether the
      financial statements are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and disclosures
      in
      the financial statements. An audit also includes assessing the accounting
      principles used and the significant estimates made by management, as well as
      evaluating the overall financial statement presentation. We believe that our
      audits provide a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Scivanta Medical Corporation as
      of
      October 31, 2007 and 2006 and the results of its operations and its cash flows
      for each of the two years in the period ended October 31, 2007 in conformity
      with accounting principles generally accepted in the United States of
      America.





As
      discussed in Note 3 to the financial statements, the Company adopted the
      provisions of Statement of Financial Accounting Standards No. 123 (Revised
      2004), “Share-Based Payment”; applying the modified prospective method at the
      beginning of the year ended October 31, 2007.




/s/
                Weiser LLPNew
                York, New YorkJanuary
                23, 2008




F-2


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**


**Balance
      Sheets**





**October
                31,**
              **2007**
            
            **October
                31,**
              **2006****Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            2,008,909
            
            $
            680,381Prepaid
                expenses and other
            
            
            54,984
            
            
            13,005Tax
                loss receivable
            
            
            306,803
            
            
            —Other
                receivables
            
            
            53,483
            
            
            —Note
                receivable
            
            
            —
            
            
            150,000Deposit
            
            
            60,000
            
            
            —Total
                current assets
            
            
            2,484,179
            
            
            843,386Other
            
            
            6,608
            
            
            791Total
                assets
            
            $
            2,490,787
            
            $
            844,177**Liabilities**Current
                liabilities:Accounts
                payable
            
            $
            85,961
            
            $
            179,309Accounts
                payable - related party
            
            
            2,423
            
            
            481,456Accrued
                expenses
            
            
            122,552
            
            
            110,039Accrued
                expenses - related party
            
            
            —
            
            
            75,000Convertible
                debentures
            
            
            —
            
            
            300,000Total
                current liabilities
            
            
            210,936
            
            
            1,145,804Long
                term liabilities:Note
                payable
            
            
            131,357
            
            
            —Convertible
                debentures
            
            
            250,000
            
            
            —Total
                long term liabilities
            
            
            381,357
            
            
            —Commitments
                and contingencies**Stockholders'
                equity (deficiency)**Common
                stock, $.001 par value; 100,000,000 shares authorized;
              25,750,444
                and 21,276,090 shares issued and outstanding, respectively
            
            
            25,750
            
            
            21,276Additional
                paid in capital
            
            
            20,528,807
            
            
            19,766,486Deferred
                compensation
            
            
            —
            
            
            (18,947
            )Accumulated
                deficit
            
            
            (18,656,063
            )
            
            (20,070,442
            )Total
                stockholders' equity (deficiency)
            
            
            1,898,494
            
            
            (301,627
            )Total
                liabilities and stockholders' equity (deficiency)
            
            $
            2,490,787
            
            $
            844,177


*The
        accompanying notes are an integral part of these financial
        statements.*
  F-3


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**


**Statements
      of Operations**




**Years
                Ended**
              **October
                31,****2007**
            
            **2006**Net
                sales
            
            $
            —
            
            $
            —Cost
                of sales
            
            
            —
            
            
            —Gross
                profit
            
            
            —
            
            
            —Operating
                expenses:Research
                and development, net
            
            
            276,098
            
            
            —General
                and administrative
            
            
            1,726,166
            
            
            1,288,869Loss
                from operations
            
            
            (2,002,264
            )
            
            (1,288,869
            )Other
                income (expense):Proceeds
                from settlement of litigation
            
            
            3,100,000
            
            
            433,500Loss
                on sale and disposal of property and equipment
            
            
            —
            
            
            (17,956
            )Interest
                income
            
            
            73,856
            
            
            —Interest
                expense
            
            
            (44,016
            )
            
            (23,999
            )Settlement
                of litigation
            
            
            (20,000
            )
            
            —Income
                (loss) before income tax benefit
            
            
            1,107,576
            
            
            (897,324
            )Income
                tax benefit
            
            
            306,803
            
            
            —Net
                income (loss)
            
            $
            1,414,379
            
            $
            (897,324
            )Net
                income (loss) per common share:Basic
            
            $
            0.06
            
            $
            (0.04
            )Diluted
            
            $
            0.06
            
            $
            (0.04
            )Weighted
                average number of common shares outstanding:Basic
            
            
            23,986,163
            
            
            21,276,090Diluted
            
            
            25,396,859
            
            
            21,276,090




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





F-4


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**


**Statements
      of Stockholders’ Equity (Deficiency)**


**For
      the Years Ended October 31, 2007 and 2006**




**Total****Common
                Stock**
            
            **Additional**
            
            
            
            
            
            **Stockholders'****Number**
            
            **$0.001**
            
            **Paid
                in**
            
            **Deferred**
            
            **Accumulated**
            
            **Equity****of
                Shares**
            
            **Par
                Value**
            
            **Capital**
            
            **Compensation**
            
            **Deficit**
            
            **(Deficiency)**Balance
                at October 31, 2005
            
            
            21,276,090
            
            $
            21,276
            
            $
            19,766,486
            
            $
            (37,018
            )
            $
            (19,173,118
            )
            $
            577,626Amortization
                of deferred compensation
            
            
            
            
            
            
            
            
            
            
            
            18,071
            
            
            
            
            
            18,071Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (897,324
            )
            
            (897,324
            )Balance
                at October 31, 2006
            
            
            21,276,090
            
            
            21,276
            
            
            19,766,486
            
            
            (18,947
            )
            
            (20,070,442
            )
            
            (301,627
            )Shares
                issued to Century Capital upon partial exercises of warrants dated
                May 14,
                2004 and February 25, 2005
            
            
            425,000
            
            
            425
            
            
            15,325
            
            
            
            
            
            
            
            
            15,750Shares
                issued to Century Capital as payment of monthly consulting fees that
                had
                been deferred for payment
            
            
            1,250,000
            
            
            1,250
            
            
            248,750
            
            
            
            
            
            
            
            
            250,000Shares
                issued to James G. Aaron upon partial exercise of warrant dated July
                24,
                2003
            
            
            66,666
            
            
            67
            
            
            17,267
            
            
            
            
            
            
            
            
            17,334Shares
                issued to John A. Moore upon partial exercises of warrants dated
                May 14,
                2004 and February 25, 2005
            
            
            233,400
            
            
            233
            
            
            8,103
            
            
            
            
            
            
            
            
            8,336Shares
                issued as payment of accounts payable
            
            
            50,000
            
            
            50
            
            
            9,950
            
            
            
            
            
            
            
            
            10,000Shares
                issued upon conversion of the May 1, 2005 convertible
                debentures
            
            
            2,125,000
            
            
            2,125
            
            
            272,875
            
            
            
            
            
            
            
            
            275,000Shares
                issued as payment of interest due on the May 1, 2005 convertible
                debentures
            
            
            114,288
            
            
            114
            
            
            23,886
            
            
            
            
            
            
            
            
            24,000Shares
                issued to consultants as payment for services rendered
            
            
            210,000
            
            
            210
            
            
            33,590
            
            
            
            
            
            
            
            
            33,800Stock
                based compensation
            
            
            
            
            
            
            
            
            151,522
            
            
            
            
            
            
            
            
            151,522Elimination
                of deferred compensation as a result of adoption of SFAS
                123R
            
            
            
            
            
            
            
            
            (18,947
            )
            
            18,947
            
            
            
            
            
            —Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            1,414,379
            
            
            1,414,379Balance
                at October 31, 2007
            
            
            25,750,444
            
            $
            25,750
            
            $
            20,528,807
            
            $
            —
            
            $
            (18,656,063
            )
            $
            1,898,494




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





F-5


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**


**Statements
      of Cash Flows**




**Years
                Ended**
              **October
                31,****2007**
            
            **2006**Cash
                flows from operating activities:Net
                income (loss)
            
            $
            1,414,379
            
            $
            (897,324
            )Adjustments
                to reconcile net income (loss) to net cash provided by (used in)
                operating
                activities:Depreciation
            
            
            2,575
            
            
            12,617Stock
                based expense
            
            
            185,322
            
            
            —Amortization
                of deferred compensation
            
            
            —
            
            
            18,071License
                expense
            
            
            235,557
            
            
            —Loss
                on sale and disposal of property and equipment
            
            
            —
            
            
            17,956Interest
                imputed on note payable
            
            
            16,700
            
            
            —Changes
                in operating assets and liabilities:Prepaid
                expenses and other
            
            
            (41,979
            )
            
            1,640Tax
                loss receivable
            
            
            (306,803
            )
            
            —Other
                receivables
            
            
            (53,483
            )
            
            —Deposit
            
            
            (60,000
            )
            
            —Accounts
                payable
            
            
            (83,348
            )
            
            73,100Accounts
                payable - related party
            
            
            (213,283
            )
            
            194,324Accrued
                expenses
            
            
            36,513
            
            
            (29,579
            )Accrued
                expenses - related party
            
            
            (75,000
            )
            
            75,000Net
                cash provided by (used in) operating activities
            
            
            1,057,150
            
            
            (534,195
            )Cash
                flows from investing activity:Proceeds
                from sale of distribution rights
            
            
            150,000
            
            
            600,000Purchase
                of fixed assets
            
            
            (8,392
            )
            
            —Proceeds
                from sale of property and equipment
            
            
            —
            
            
            2,500Net
                cash provided by investing activities
            
            
            141,608
            
            
            602,500Cash
                flows from financing activities:Repayment
                of note payable
            
            
            (120,900
            )
            
            —Proceeds
                from exercise of warrants
            
            
            25,670
            
            
            —Proceeds
                from issuance of convertible debentures
            
            
            250,000
            
            
            —Repayment
                of convertible debentures
            
            
            (25,000
            )
            
            —Net
                cash provided by financing activities
            
            
            129,770
            
            
            —Increase
                in cash and cash equivalents
            
            
            1,328,528
            
            
            68,305Cash
                and cash equivalents - beginning of period
            
            
            680,381
            
            
            612,076Cash
                and cash equivalents - end of period
            
            $
            2,008,909
            
            $
            680,381Supplemental
                disclosure of cash flow information:Cash
                paid during the period for interest
            
            $
            24,413
            
            $
            —Cash
                paid during the period for income taxes
            
            $
            2,530
            
            $
            500Noncash
                operating activities:Issuance
                of common stock as payment of amounts due related party
            
            $
            265,750
            
            $
            —Issuance
                of common stock as payment of accounts payable and consulting
                services
            
            $
            43,800
            
            $
            —Noncash
                financing activities:Issuance
                of note payable in exchange for technology license, net of imputed
                interest of $27,400
            
            $
            235,557
            
            $
            —Issuance
                of 2,239,288 shares of common stock as payment of principal and interest
                on convertible debentures
            
            $
            299,000
            
            $
            —




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




F-6


**Scivanta
      Medical Corporation**


**(formerly
      Medi-Hut Co., Inc.)**


**Notes
      to the Financial Statements**





**1.**
            **Organization
                and Description of
                Business**




Scivanta
      Medical Corporation ( “Scivanta”
      or the “Company”) is
      a
      Nevada corporation headquartered in Spring Lake, New Jersey. On
      January 4, 2007, Medi-Hut Co., Inc. changed its name to Scivanta Medical
      Corporation.




On
      July
      12, 2007, the Company dissolved Scivanta Corporation, a New Jersey corporation
      and wholly-owned subsidiary of the Company. Scivanta Corporation remained
      inactive from the date of its formation, October 17, 2003, to the date of its
      dissolution.




The
      Company ceased selling all products during the fiscal year ended October 31,
      2004 and has not had any significant recurring revenue from the sale of products
      since the second quarter of 2003.




On
      November 10, 2006, the Company acquired
      the exclusive world-wide rights to develop, make and sell certain proprietary
      technologies known as the Hickey Cardiac Monitoring System (the “HCMS”), a
      minimally invasive two-balloon esophageal catheter system used to monitor
      cardiac performance.  The
      HCMS
      is currently in the development stage and the Company anticipates that it will
      take approximately 12 to 15 months from the date of this report to complete
      development and related clinical trials. In addition, the Company must also
      receive the appropriate regulatory approvals before the HCMS can be marketed
      in
      the United States or abroad .  No
      assurance can be given that the Company will receive the appropriate regulatory
      approvals to market the HCMS.




**2.**
            **Basis
                of Presentation**




On
      November 22, 2006, the Company entered into a settlement agreement and release
      with Syntho Pharmaceuticals Inc. (“Syntho”) and its principal owner, Muhammed
      Malik (collectively, the “Syntho Group”) and Intermax Pharmaceuticals, Inc.
      (“Intermax”) relating to the Company’s exclusive right to distribute the hormone
      replacement therapy drug, Syntest. As part of the settlement reached by the
      parties, the Syntho Group agreed to pay the Company an aggregate of $3,100,000
      as follows: (1) $250,000 was paid upon the execution of the settlement
      agreement; (2) $100,000 was paid on or about the 27 th day of
      each month for a three month period commencing on December 27, 2006 and ending
      on February 27, 2007 and (3) $2,550,000 was paid on March 27, 2007 (see Note
      11
      - Syntest Litigation).




On
      February 8, 2007, the Company closed on a private placement of 8% convertible
      debentures. The gross proceeds received in connection with this private
      placement were $250,000 (see Note 9 - February 2007 Convertible Debentures).




On
      December 19, 2007, the Company received $306,803 of net proceeds from a third
      party related to the sale of a portion of the Company’s unused State of New
      Jersey net operating loss carryovers (see Note 6).




Management
      believes the funds currently available to the Company will be sufficient to
      support planned operations through February 1, 2009. However, management
      believes that the Company will likely require additional capital to complete
      the
      development of the HCMS and to be able to acquire additional products and
      technologies.




F-7




**3.**
            **Summary
                of Significant Accounting
                Policies**




***Use
      of Estimates***




The
      preparation of the financial statements in conformity with accounting principles
      generally accepted in the United States of America requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the date
      of
      the financial statements and the reported amounts of revenues and expenses
      during the reporting periods. Significant estimates relied upon in preparing
      the
      financial statements include the allowance for notes receivable, contingent
      liabilities and utilization of the Company’s net deferred tax assets and related
      valuation allowance.




Although
      the Company regularly assesses these estimates, actual results could differ
      materially from these estimates. Changes in estimates are recorded in the period
      in which they become known. The Company based its estimates on historical
      experience and various other assumptions that it believes to be reasonable
      under
      the circumstances. Actual results may differ from management’s estimates if past
      experience or other assumptions do not turn out to be substantially accurate.




***Fair
      Value of Financial Instruments***




The
      carrying amounts of the Company’s financial instruments, which include cash and
      cash equivalents, tax loss receivable, other receivables, a note receivable,
      accounts payable, accrued expenses, convertible debentures and a note payable,
      approximate their fair values.




***Cash
      and Cash Equivalents***




The
      Company considers all highly liquid investments with an original maturity (at
      date of purchase) of three months or less to be cash equivalents. Cash and
      cash
      equivalents consist of cash on deposit with banks and money market instruments.
      The Company places its cash and cash equivalents with established United States
      of America financial institutions.




***Concentration
      of Credit Risk***




The
      Company has no significant off balance sheet risk such as foreign exchange
      contracts, option contracts or other foreign hedging arrangements. The Company’s
      financial instruments that are exposed to concentration of credit risks consist
      primarily of cash and cash equivalents and notes receivable. The Company
      maintains its cash and cash equivalents in bank accounts which, at times, exceed
      federally-insured limits. The Company invests its cash in high-quality money
      market instruments and  has
      not
      experienced any losses in such accounts and, accordingly, believes it is not
      exposed to significant credit risk on cash and cash equivalents.




***Property
      and Equipment***




Property
      and equipment are stated at cost, less accumulated depreciation and
      amortization. Depreciation is computed using the straight-line method over
      the
      estimated useful lives of the respective assets which average from three to
      seven years. Leasehold improvements are amortized over the lesser of the lease
      term or the estimated useful lives of the related assets, generally five years.
      Expenditures for repairs and maintenance are expensed as incurred. Gross assets
      as of October 31, 2007 and 2006 amounted to $10,095 and $1,703, respectively,
      and accumulated depreciation amounted to $3,487 and $912, respectively. The
      net
      book value as of October 31, 2007 and 2006 of $6,608 and $791, respectively,
      is
      included in other assets.




F-8




***Income
      Taxes***




The
      Company provides for deferred income taxes in accordance with Statement of
      Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes”
(“SFAS 109”). SFAS 109 requires an asset and liability approach for financial
      accounting and reporting for income taxes based on tax effects of differences
      between the financial statement and tax bases of assets and liabilities, based
      on enacted rates expected to be in effect when such basis differences reverse
      in
      future periods. Deferred tax assets are periodically reviewed for realizability.
      Valuation allowances are recorded when realizability of deferred tax assets
      is
      not likely.




***Research
      and Development***




The
      Company expenses research and development costs as incurred. Advance payments
      related to development agreements are recorded as prepaid expenses and expensed
      as the work is performed. Initial and milestone payments made to third parties
      in connection with technology license agreements are also expensed as incurred
      as research and development costs, up to the point of regulatory approval.
      Payments made to third parties subsequent to regulatory approval will be
      capitalized and amortized over the remaining useful life of the related product.
      The HCMS is currently in the development stage and has not received regulatory
      approval.




***Stock
      Based Compensation***




On
      November 1, 2006, the Company adopted the Financial Accounting Standards Board
      (the “FASB”) SFAS No. 123 (revised 2004) “Share-Based Payment” (“SFAS 123R”),
      which is a revision of SFAS Statement No. 123, “Accounting for Stock-Based
      Compensation” (“SFAS 123”). SFAS 123R supersedes Accounting Principles Board
      Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). The
      Company adopted 123R using the modified prospective method which allows the
      Company to implement the provisions of SFAS 123R on all stock-based awards
      granted after the effective date. In addition, SFAS 123R will apply to all
      awards granted prior to the effective date that were unvested on the effective
      date based on the fair value of the option or warrant on the grant-date.





Generally,
      the approach under SFAS 123R is similar to the approach described in SFAS 123.
      However, SFAS 123R requires companies to recognize compensation expense in
      an
      amount equal to the fair value of all share-based payments granted to employees.
      The Company calculates the fair value of option and warrant grants utilizing
      the
      Black-Scholes pricing model. In addition, SFAS 123R requires the Company to
      estimate forfeiture rates for all unvested awards when calculating the expense
      for the period. In estimating the forfeiture rate, the Company monitors both
      option and warrant exercises as well as employee termination patterns. The
      Company accounts for options and warrants granted to non-employees under
      SFAS 123R **** and
      Emerging Issues Task Force Consensus No. 96-18, “Accounting for Equity
      Investments that are Issued to Other than Employees for Acquiring, or in
      Conjunction with Selling Goods or Services.”




F-9




The
      resulting stock-based compensation expense is recorded over the service period
      in which the employee or non-employee provides services to the Company, to
      the
      extent the options or warrants do not vest at the grant date and are not subject
      to forfeiture. Options and warrants issued to employees and non-employees that
      are subject to forfeiture are expensed on the vesting date.




Prior
      to
      November 1, 2006, as allowed by SFAS 123, the Company had applied the intrinsic
      value method pursuant to APB 25 to measure compensation expense for stock-based
      awards to employees. Pursuant to APB 25, the Company was not required to
      recognize stock-based compensation expense for options granted to employees
      provided that the exercise price of the stock option was equal to or greater
      than the fair value of the Company’s common stock on the date of grant. The
      Company recorded deferred stock-based compensation when the deemed fair value
      of
      the Company’s common stock for financial accounting purposes exceeded the
      exercise price of the stock options on the date of grant. Any such deferred
      stock-based compensation was amortized over the vesting period of the individual
      options.





During
      the fiscal year ended October 31, 2007, the Company granted 1,100,000 options
      to
      its employees (estimated fair value of $211,647 at the date of grant). In
      addition, during the fiscal year ended October 31, 2007, the Company issued
      warrants to purchase 648,000 shares of common stock of the Company (estimated
      fair value of $137,549 at the date of issuance) to the Company’s current
      directors, other than Messers. LaVance and Gifford, to a former director of
      the
      Company and to a consultant (see Note 8).




During
      the fiscal year ended October 31, 2007, the Company recorded $59,710 of stock
      based compensation related to options and $91,812 of stock based compensation
      related to warrants. The Company applied an estimated forfeiture rate of 0%
      for
      the fiscal year ended October 31, 2007 in determining the expense recorded
      in
      the Company’s statement of operations. In addition, the Company recorded $33,800
      of stock based compensation related to shares of common stock issued to
      consultants.




During
      the fiscal year ended October 31, 2006, the Company granted 100,000 options
      to
      an employee. In accordance with APB 25, no stock-based compensation was
      reflected in the net loss for the fiscal year ended October 31, 2006 as all
      options granted had an exercise price equal to the market value of the
      underlying common stock on the date of grant.




As
      a
      result of adopting SFAS 123R, the Company’s net income was $59,710 less for the
      fiscal year ended October 31, 2007 than if it had continued to account for
      share-based compensation under APB 25. Basic and diluted net income per share
      for the fiscal year ended October 31, 2007 was not materially affected as a
      result of the adoption of SFAS 123R. Prior to the adoption of SFAS 123R, the
      Company's policy was to expense stock based compensation related to director
      warrants over the vesting period associated with the warrants.





F-10


The
      following table illustrates the effect on net loss and net loss per share for
      the fiscal year ended October 31, 2006 had the fair value based method been
      applied to all awards:





Reported
                net loss
            
            $
            (897,324
            )Stock-based
                employee compensation expense included in net loss, net of related
                tax
                effects
            
            
            —Stock-based
                employee compensation determined under the fair value based method,
                net of
                related tax effects
            
            
            (3,820
            )Pro
                forma net loss
            
            $
            (901,144
            )Basic
                and diluted net loss per share:As reported
            
            $
            (0.04
            )Pro forma
            
            $
            (0.04
            )





In
      connection with the adoption of SFAS 123R, the deferred compensation at October
      31, 2006 of $18,947 related to previous grants of non-employee warrants to
      purchase common stock was offset against additional
      paid-in-capital.





During
      the fiscal year ended October 31, 2006, the Company recognized a total of
      $18,071 of amortization expense of deferred compensation related to
      warrants.





***Net
      Income (Loss) Per Common Share***





Basic
      net
      income (loss) per share is computed by dividing net income (loss) available
      to
      common shareholders by the weighted average number of common shares outstanding.
      Diluted earnings per share reflect, in periods in which they have a dilutive
      effect, the impact of common shares issuable upon exercise of stock options
      and
      warrants and conversion of convertible debt, provided that the exercise price
      of
      the stock options and warrants and the conversion price of the convertible
      debt
      is less than the average market price of the common stock during the period.
      The
      dilutive effect of the outstanding stock options and warrants is computed using
      the treasury stock method. In periods where a net loss exists, diluted net
      loss
      per share is calculated using basic common shares outstanding since including
      potential common shares from the exercise of stock options and warrants and
      the
      conversion of convertible debt would be anti-dilutive.




For
      the
      fiscal year ended October 31, 2007, diluted net income per share did not include
      the effect of 1,100,000 shares of common stock subject to options, 1,181,332
      shares of common stock subject to warrants and 1,041,667 shares of common stock
      issuable upon the conversion of convertible debt as their effect would be
      anti-dilutive (see Note 8).




For
      the
      fiscal year ended October 31, 2006, diluted net loss per share did not include
      the effect of 370,000 shares of common stock subject to options, 2,104,998
      shares of common stock subject to warrants and 2,250,000 shares of common stock
      issuable upon the conversion of convertible debt as their effect would be
      anti-dilutive.




***Recent
      Accounting Pronouncements***




In
      July
      2006, the FASB issued FASB Interpretation No. 48, “ Accounting
      for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109” (“FIN
      48” ),
      which
      clarifies the accounting and disclosure for uncertain tax positions, as defined.
      FIN 48 seeks to reduce the diversity in practice associated with certain aspects
      of the recognition and measurement related to accounting for income taxes.
      This
      interpretation is effective for fiscal years beginning after December 15, 2006.
      The Company adopted FIN 48 effective November 1, 2007 and has determined that
      FIN 48 will not have a material impact on its results of operations or financial
      condition.




F-11




In
      September 2006, the Securities and Exchange Commission (the “SEC”) issued Staff
      Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatement
      when Quantifying Misstatements in Current Year Financial Statements” (“SAB
      108”). SAB 108 provides interpretative guidance on the process of quantifying
      financial statement misstatements when they are identified and is effective
      for
      fiscal years ending after November 15, 2006. SAB 108 establishes an approach
      that requires quantification of financial statement errors based on the effects
      of each of the company’s balance sheets and statement of operations and the
      related financial statement disclosures. The Company applied the provisions
      of
      SAB 108 beginning in the first quarter of fiscal 2007 and there was no impact
      to
      its financial statements.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities - Including an Amendment of FASB
      Statement No. 115” (“SFAS 159”). SFAS 159 provides companies with an option to
      measure, at specified election dates, certain financial instruments and other
      items at fair value that are not currently measured at fair value. A company
      that adopts SFAS 159 will report unrealized gains and losses on items for which
      the fair value option has been elected in its financial results during each
      subsequent reporting date. SFAS 159 also establishes presentation and disclosure
      requirements designed to facilitate comparisons between entities that choose
      different measurement attributes for similar types of assets and liabilities.
      SFAS 159 is effective for fiscal years beginning after November 15, 2007. The
      Company does not expect SFAS 159 to have a material impact on its results of
      operations or financial condition.





In
      June 2007, the FASB ratified the consensus reached by the Emerging Issues
      Task Force (“EITF”) in EITF Issue No. 07-3, “Accounting for
      Nonrefundable Advance Payments for Goods or Services Received for Use in Future
      Research and Development Activities” (“EITF 07-3”) *,* which
      requires that nonrefundable advance payments for goods or services that will
      be
      used or rendered for future research and development activities be deferred
      and
      amortized over the period that the goods are delivered or the related services
      are performed, subject to an assessment of recoverability. EITF 07-3 is
      effective for fiscal years beginning after December 15, 2007. The
      Company does not expect EITF 07-3 to have a material impact on its results
      of
      operations or financial condition.




In
      December 2007, the SEC issued Staff Accounting Bulletin No. 110 (“SAB
      110”).  SAB 110 expresses the views of the staff regarding the use of a
“simplified” method, as discussed in SAB No. 107, in developing an estimate of
      the expected term of “plain vanilla” share options in accordance with SFAS No.
      123 (revised 2004). The
      Company does not expect SAB 110 to have a material impact on its results of
      operations or financial condition.





F-12


**4.**
            **License
                and Development Agreements**




***HCMS
      License Agreement***




On
      November 10, 2006, the Company entered into a technology license agreement
      (the
“License Agreement”) with The Research Foundation of State University of New
      York, for and on behalf of the University at Buffalo (the “Foundation”), Donald
      D. Hickey, M.D. (“Hickey”) and Clas E. Lundgren (“Lundgren”). The Foundation,
      Hickey and Lundgren shall be collectively referred to herein as the “Licensor.”




Pursuant
      to the License Agreement, the Licensor granted the Company the exclusive
      world-wide rights to develop, manufacture and distribute the HCMS, a minimally
      invasive two-balloon esophageal catheter system used to monitor cardiac
      performance. The term of the License Agreement commenced on November 10, 2006
      and ends on the latter of (1) the expiration date of the last to expire patent
      right related to the HCMS which is currently June 12, 2018 or (2) ten years
      from
      the sale of the first HCMS product.




The
      Company agreed to make an initial payment to the Licensor of $264,300 which
      was
      subsequently reduced to $262,957 pursuant to an amendment to the License
      Agreement dated June 29, 2007 (see Note 10). The Company has paid a total of
      $120,900 ($40,900 on November 16, 2006 and $80,000 on October 31, 2007) and
      is
      required to pay $142,057 on or before November 1, 2008. During the fiscal year
      ended October 31, 2007, the Company recorded $235,557 of research and
      development expense related to the upfront costs associated with the License
      Agreement.




The
      Company also is required to pay the Licensor a royalty of 5% on annual net
      sales, as defined in the License Agreement, subject to certain reductions as
      detailed in the License Agreement. Beginning with the first full year of sales
      of the HCMS in the United States and for two years thereafter, the Company
      is
      required to pay an annual minimum royalty of $100,000 to the Licensor against
      which any royalty on net sales paid in the same calendar year for sales in
      the
      United States will be credited. Further, beginning with the first full year
      of
      sales of the HCMS outside the United States and for two years thereafter, the
      Company is required to pay an annual minimum royalty of $100,000 to the Licensor
      against which any royalty on net sales paid in the same calendar year for sales
      outside the United States will be credited. In addition, the Company is required
      to pay the Licensor 25% of all sublicensing revenue received by the Company
      in
      connection with the HCMS and is obligated to make milestone payments to the
      Licensor as follows: (1) first insertion of a catheter utilizing the HCMS in
      a
      human clinical trial - $75,000; (2) first submission of the HCMS for regulatory
      approval in any country - $100,000; and (3) first notice of regulatory approval
      to market the HCMS in any country - $150,000. As of October 31, 2007, none
      of
      the milestones had been met and no payments were due to the
      Licensor.




On
      June
      27, 2007, the Company and the Foundation entered into a subcontractor agreement.
      Pursuant to this agreement, the Foundation contracted the Company to develop
      the
      software and hardware components of the HCMS outlined in the technology
      incentive program contract awarded by the New York State Office of Science
      Technology and Academic Research (“NYSTAR”) to the Foundation and the
      Foundation’s company partner, Ethox International, Inc. (“Ethox”), on December
      1, 2005 (the “NYSTAR Contract”). The initial term of the NYSTAR Contract was for
      a 2 year period ended November 30, 2007, which was extended by NYSTAR for an
      additional 1 year period ending November 30, 2008.




F-13




On
      June
      29, 2007, the Company amended the License Agreement to allow the Licensor to
      enter into a non-exclusive manufacturing license agreement with Ethox, entered
      into on June 29, 2007, whereby Ethox was granted the right to manufacture the
      catheter component of the HCMS for Scivanta.




As
      a
      result of the subcontractor agreement, the amended License Agreement and the
      non-exclusive manufacturing license agreement between the Licensor and Ethox,
      the development of the HCMS will be partially funded through the NYSTAR
      Contract. Pursuant to the terms of the NYSTAR Contract, up to $937,500 of
      funding is available for the development of the HCMS with the State of New
      York
      providing $750,000 of the funding and Ethox providing $187,500 of the funding.
      Ethox is also required to provide $562,500 of in-kind contributions. Pursuant
      to
      the development agreement between Scivanta and Ethox dated June 29, 2007 (see
      Catheter Development Agreement), Scivanta will provide Ethox with the $187,500
      of cash required under the NYSTAR Contract while Ethox will provide the $562,500
      of in-kind contributions (primarily contributed services). The funding received
      from the NYSTAR Contract will partially support the development of: the catheter
      component of the HCMS by Ethox (see Catheter Development Agreement); the
      software component of the HCMS by Applied Sciences Group, Inc. (“ASG”) (see
      Software Development Agreement); and the hardware component of the HCMS by
      Sparton Medical Systems (“Sparton”) (see Hardware Development Agreement). Under
      the terms of the subcontractor agreement between the Foundation and the Company,
      the Foundation, utilizing the $937,500 of funding provided under the NYSTAR
      Contract, will reimburse the Company up to $899,500 of allowable expenditures
      incurred by the Company in connection with the development of the software
      and
      hardware components of the HCMS. ****




As
      of
      October 31, 2007, the Company had submitted to the Foundation for reimbursement
      $53,483 of expenses related to the software and hardware development of the
      HCMS. This amount is included in other receivables as of October 31, 2007 and
      was recorded by the Company during the fiscal year ended October 31, 2007 as
      a
      reduction to research and development expenses. The reimbursement was received
      by the Company in December 2007.




***Catheter
      Development Agreement***




On
      June
      29, 2007, the Company and Ethox entered into a development agreement whereby
      Ethox will provide Scivanta engineering and development support for the catheter
      component of the HCMS in exchange for the rights to manufacture the component
      upon regulatory approval and commercialization of the HCMS and a cash payment
      of
      $187,500 to be made in connection with the NYSTAR Contract funding discussed
      above. The cash payment of $187,500 will be paid in installments over the next
      6
      to 12 months in amounts that will be based on Ethox’s funding requirements as
      specified in the NYSTAR Contract. On September 12, 2007, Scivanta paid $46,875
      to Ethox as partial payment of the NYSTAR Contract funding requirement. This
      amount was recorded as a prepaid expense by the Company and is being expensed
      as
      research and development on a pro-rata basis as the HCMS is developed pursuant
      to the NYSTAR Contract. During the fiscal year ended October 31, 2007, the
      Company recorded $17,810 of research and development expense related to the
      NYSTAR Contract payment. As of October 31, 2007, the balance of the prepaid
      expense related to the NYSTAR Contract payment was $29,065.




The
      development agreement has a two year term which may be extended up to six
      additional months. The services to be provided by Ethox include: (1) the
      management of project costs and schedule, (2) the development of system
      functional specifications based on marketing inputs, (3) the development of
      disposable catheter specifications to achieve functional requirements, (4)
      the
      manufacturing of disposable catheters in accordance with applicable requirements
      for clinical trials, and (5) the provision of regulatory resources for the
      management of clinical submissions for marketing approval from the United States
      Food and Drug Administration and the European Medicines Agency. Pursuant to
      the
      development agreement, Scivanta is responsible for the selection and costs
      of
      all raw materials and for the packaging design. During the term of the
      development agreement and for a period of twelve months thereafter, Ethox will
      not participate in the design, development, creation or production of a double
      balloon catheter to be used as part of a cardiac monitoring system. The
      development agreement also contains standard provisions regarding
      indemnification and termination.




F-14




Terms
      for
      the manufacturing of the catheter component of the HCMS are contained in a
      supply agreement which will be entered into by Scivanta and Ethox upon
      regulatory approval of the HCMS. The supply agreement will have a four year
      term
      commencing on the date of the first commercial production of the catheter
      component of the HCMS, and thereafter shall renew on an annual basis unless
      terminated by either party in accordance with the supply agreement. The supply
      agreement will also contain a minimum order requirement, a pricing schedule
      and
      will provide for an additional payment to Ethox of up to $535,000, which will
      be
      paid to Ethox over the term of the supply agreement on a per unit basis based
      on
      the minimum number of units that the Company is required to order under the
      supply agreement.




The
      Company did not record any research and development expense related to this
      development agreement during the fiscal year ended October 31,
      2007.




***Software
      Development Agreement***




On
      July
      2, 2007, the Company entered into a development agreement with ASG. Pursuant
      to
      the terms of this agreement, ASG will provide software engineering services
      to
      Scivanta on the continuing development of the HCMS. The fees to be charged
      by
      ASG related to this agreement could range between $335,000 and $400,000.
      Scivanta can terminate the agreement at any time upon written
      notification.




The
      Company recorded $44,453 of research and development expense related to this
      development agreement during the fiscal year ended October 31,
      2007.




***Hardware
      Development Agreement***




On
      August
      22, 2007, Scivanta and Sparton, a business group of Sparton Electronics Florida,
      Inc., entered into a development agreement whereby Sparton will provide Scivanta
      engineering and development support for the hardware component of the HCMS.
      The
      development agreement has a one year term and may be extended for additional
      one
      year terms. The development agreement can be terminated at any time by either
      party upon the delivery of written notice to the other party. The services
      to be
      provided by Sparton include: (1) planning and development of design control
      documents, (2) concept development, including mechanical, electrical and
      software design, (3) completion of a detailed design and an engineering model,
      (4) assembly of proto-type models and preliminary design verification testing,
      (5) the production of “pilot” devices using formal drawings and validated
      processes, and (6) design verification testing on the “pilot” units.




F-15




Pursuant
      to the development agreement, Scivanta made a deposit of $60,000 on September
      6,
      2007, which will be applied to the payment of material costs and fees owed
      by
      Scivanta under the development agreement provided that Scivanta makes timely
      payments to Sparton during the first four months of the development agreement.
      Scivanta is also required to pre-pay for any material with a cost in excess
      of
      $5,000. It is estimated that up to $1,650,000 could be billed by Sparton for
      services and materials provided under the development agreement. The Company
      recorded $9,030 of research and development expense related to this development
      agreement during the fiscal year ended October 31, 2007.




**5.**
            **Note
                Receivable**




On
      October 17, 2005, as part of the purchase and settlement agreement between
      the
      Company and Breckenridge Pharmaceutical Inc. (“Breckenridge”), the Company sold
      its distribution and other rights and business with respect to Syntest, a
      hormone replacement therapy drug, to Breckenridge. In consideration for the
      sale
      of such rights and the other benefits provided under the purchase and settlement
      agreement between Breckenridge and the Company,  Breckenridge
      paid the Company an aggregate of $1,000,000 as follows: (1) $250,000 was paid
      in
      October 2005 after the execution of the purchase and settlement agreement,
      and
      (2) $50,000 was paid on or about the first day of each month for a 15 month
      period commencing on November 1, 2005 and ending on January 1, 2007. As of
      October 31, 2007 and 2006, the outstanding balances on the note receivable
      were
      $0 and $150,000, respectively.




**6.**
            **Income
                Taxes**




Significant
      components of the Company’s deferred tax assets as of October 31, 2007 and 2006
      are shown below. In determining the realizability of the Company’s deferred tax
      assets, the Company considered numerous factors, including historical
      profitability, estimated future taxable income and the industry in which it
      operates. As of October 31, 2007 and 2006, a valuation allowance was recorded
      to
      fully offset the net deferred tax asset, as it was determined by management
      that
      the realization of the deferred tax asset was not likely to occur in the
      foreseeable future. The valuation allowance decreased $794,716 during the fiscal
      year ended October 31, 2007, attributable primarily to income related to the
      settlement with the Syntho Group and the sale of a portion of net operating
      loss
      carryovers for the State of New Jersey. During the fiscal year ended October
      31,
      2007, the effective tax rate differed from the statutory tax rate primarily
      as
      the result of the utilization of federal and state net operating loss carryovers
      to offset current taxable income. The income tax benefit recorded during the
      fiscal year ended October 31, 2007 is attributable solely to the sale of net
      operating loss carryovers for the State of New Jersey. The tax effects of
      temporary differences and carryforwards that give rise to deferred taxes consist
      of the following:




**Years
                Ended**
              **October
                31,****2007**
            
            **2006**Net
                operating loss
            
            $
            4,913,691
            
            $
            5,848,556Write-down
                of impaired assets
            
            
            77,883
            
            
            77,883Depreciation
                and amortization
            
            
            59,364
            
            
            67,604License
                and patent costs
            
            
            87,872
            
            
            —Stock
                based compensation
            
            
            60,517
            
            
            —Other
            
            
            5,076
            
            
            5,076Total
                gross deferred tax assets
            
            
            5,204,403
            
            
            5,999,119Valuation
                allowance
            
            
            (5,204,403
            )
            
            (5,999,119
            )Net
                deferred tax assets
            
            $
            —
            
            $
            —




F-16




In
      October 2007, the Company was approved by the New Jersey Economic Development
      Authority (the “NJEDA”) to participate in the NJEDA Technology Business Tax
      Certificate Transfer Program. This program enables approved, unprofitable
      technology companies based in the State of New Jersey to sell their unused
      net
      operating loss carryovers and unused research and development tax credits to
      unaffiliated, profitable corporate taxpayers in the State of New Jersey for
      at
      least 75% of the value of the tax benefits. On December 19, 2007, the Company
      received $306,803 of net proceeds ($348,640 gross proceeds less $41,837 of
      expenses incurred) from a third party related to the sale of approximately
      $3,874,000 of its unused net operating loss carryovers for the State of New
      Jersey. The Company will use these proceeds to continue the development of
      the
      HCMS and for working capital purposes.




During
      the fiscal year ended October 31, 2007, the Company utilized approximately
      $1,764,000 of federal net operating losses and approximately $1,767,000 of
      state
      net operating losses to offset current taxable income. In addition, the Company
      sold approximately $3,874,000 of state operating losses as noted above and
      forfeited approximately $969,000 of state operating losses due to a prior change
      in domicile.





As
      of
      October 31, 2007, the Company had federal and state operating losses of
      approximately $13,420,076 and $8,556,584, respectively, which will expire as
      follows:




**Federal**
            
            **State****Year
                Expiring**
            
            **Amount**
            
            **Year
                Expiring**
            
            **Amount**2022
            
            $
            589,960
            
            
            2009
            
            $
            —2023
            
            
            2,745,837
            
            
            2010
            
            
            2,352,2942024
            
            
            2,955,050
            
            
            2011
            
            
            —2025
            
            
            2,584,960
            
            
            2012
            
            
            1,660,5712026
            
            
            4,544,269
            
            
            2013
            
            
            4,543,719$
            13,420,076
            
            
            
            
            $
            8,556,584




Utilization
      of the net operating loss carryforwards may be subject to a substantial annual
      limitation due to the ownership change limitations provided by the Internal
      Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar
      state provisions. The Company has not performed a detailed analysis to determine
      whether an ownership change under Section 382 of the Internal Revenue Code
      occurred. The effect of an ownership change would be the imposition of an annual
      limitation on the use of net operating loss carryforwards attributable to
      periods before the change.




**7.**
            **Related
                Party Transactions**




***Consulting
      Services Agreement with Century Capital***




David
      R.
      LaVance, the Company’s Chairman, President and Chief Executive Officer, and
      Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial
      Officer (Treasurer) and Secretary, are Principals of Century Capital Associates
      LLC (“Century Capital”), a consulting firm. Effective February 1, 2007, the
      Consulting Services Agreement, as amended and restated, between the Company
      and
      Century Capital terminated and Messers. LaVance and Gifford became employees
      of
      the Company. Mr. LaVance continues to serve as the Company’s President and Chief
      Executive Officer and Mr. Gifford continues to serve as the Company’s Executive
      Vice President, Chief Financial Officer (Treasurer) and Secretary. The Company
      has entered into an executive employment agreement with each of Messers. LaVance
      and Gifford effective January 1, 2008 (see Note 12 - Executive Employment
      Agreements).




F-17




For
      the
      fiscal year ended October 31, 2007, the Company was billed $150,000 for
      consulting services rendered by Century Capital and the Company recorded $25,000
      of consulting expense related to the annual bonus due to Century Capital for
      the
      one year period commencing February 1, 2006 and ending January 31, 2007. The
      Company also reimbursed Century Capital for expenses incurred in conjunction
      with performing the consulting services. As of October 31, 2007, the Company
      owed Century Capital $2,423 for expenses, which are included in accounts payable
      - related party and were paid by the Company subsequent to the fiscal year
      ended
      October 31, 2007.




For
      the
      fiscal year ended October 31, 2006, the Company was billed $600,000 for
      consulting services rendered by Century Capital and the Company recorded $75,000
      of consulting expense related to the annual bonus due to Century Capital for
      the
      one year period commencing February 1, 2006 and ending January 31, 2007. During
      the fiscal year ended October 31, 2006, the Company also reimbursed Century
      Capital for expenses incurred in conjunction with performing the consulting
      services.




***Shared
      Services Agreement and Sublease Agreement with Century
      Capital***




On
      May 1,
      2004, the Company and Century Capital entered into a Shared Services Agreement
      whereby the Company rented three fully furnished, business equipped offices
      approximating 340 square feet inside Century Capital’s existing offices. This
      agreement had a month to month term that required sixty days written notice
      to
      terminate and a monthly rental fee of $2,500. Effective February 1, 2007, the
      Shared Services Agreement between the Company and Century Capital was terminated
      and replaced with a Sublease Agreement. Pursuant to the Sublease Agreement,
      the
      Company rents office space approximating 2,000 square feet inside Century
      Capital’s existing offices. In addition, the Company rents office furniture and
      other equipment from Century Capital. This agreement has a month to month term
      that requires sixty days written notice to terminate and a monthly rental fee
      of
      $5,000. The Company is responsible for all operating costs associated with
      the
      office space, including utilities, maintenance and property taxes.




During
      the fiscal year ended October 31, 2007, the Company was billed $58,232 pursuant
      to the terms of the Shared Services Agreement and the Sublease Agreement. As
      of
      October 31, 2007, all amounts due to Century Capital from the Company related
      to
      the Shared Services Agreement and Sublease Agreement had been paid.




During
      the fiscal year ended October 31, 2006, the Company was billed $30,000 for
      rent
      pursuant to the Shared Services Agreement.




F-18


**8.**
            **Stockholders’
                Equity**




***Stock
      Option Plans***




*2002
      Equity Incentive Plan*




On
      July
      5, 2002, the stockholders approved the Company’s 2002 Equity Incentive Plan (the
“2002 Equity Incentive Plan”), effective as of January 1, 2002. The 2002 Equity
      Incentive Plan was placed into effect in order to promote the long-term success
      of the Company and to: (1) encourage employees, independent directors and
      consultants of the Company to focus on critical long-term objectives, (2)
      encourage the attraction and retention of employees, independent directors
      and
      consultants with exceptional qualifications, and (3) link employees, independent
      directors and consultants directly to stockholders’ interests through increased
      stock ownership.




The
      2002
      Equity Incentive Plan provides for awards in the form of restricted shares,
      incentive stock options, non-qualified stock options and stock appreciation
      rights. The aggregate number of shares of common stock which may be awarded
      under the 2002 Equity Incentive Plan is 2,000,000. As of October 31, 2007,
      options to purchase 1,470,000 shares of the Company’s common stock were
      outstanding under the 2002 Equity Incentive Plan. As a result of the adoption
      of
      the Company’s 2007 Equity Incentive Plan, no further awards are permitted under
      the 2002 Equity Incentive Plan.




*2007
      Equity Incentive Plan*




On
      May
      31, 2007, the stockholders approved the Company’s 2007 Equity Incentive Plan
      (the “2007 Equity Incentive Plan”). The 2007 Equity Incentive Plan was placed
      into effect in order to encourage and enable employees and directors of the
      Company to acquire or increase their holdings of common stock and to promote
      these individual’s interests in the Company thereby enhancing the efficiency,
      soundness, profitability, growth and stockholder value of the
      Company.




The
      2007
      Equity Incentive Plan provides for awards in the form of restricted shares,
      incentive stock options, non-qualified stock options and stock appreciation
      rights. The aggregate number of shares of common stock which may be awarded
      under the 2007 Equity Incentive Plan is 3,000,000, subject to adjustment as
      provided in the 2007 Equity Incentive Plan. As of October 31, 2007, up to
      3,000,000 shares of the Company’s common stock could be awarded under the 2007
      Equity Incentive Plan.




*Options
      Granted to Executive Officers*




On
      February 5, 2007, the Company granted a non-qualified stock option to purchase
      500,000 shares of common stock pursuant to the Company’s 2002 Equity Incentive
      Plan to each of Messers. LaVance and Gifford. An aggregate amount of 1,000,000
      shares of common stock could be granted pursuant to these options. Each option
      has a ten year term and is exercisable at $0.20 per share.




The
      shares of common stock underlying each option vest as follows: 14,000 shares
      vest on the last day of each month commencing February 28, 2007 through December
      31, 2009 and the remaining 10,000 shares vest on January 31, 2010. The vesting
      of 275,000 shares underlying each option will be accelerated as follows: (i)
      25,000 shares upon execution of a Board-approved agreement between the Company
      and a medical device company for the purpose of collaboration on the development
      of the HCMS or the distribution of the HCMS; (ii) 100,000 shares upon the
      Company’s receipt of approval from the United States Food and Drug
      Administration to market the HCMS; (iii) 50,000 shares upon the Company’s
      receipt of cash in the amount of $2,000,000 (whether by debt, equity or
      otherwise) for use in the development and/or marketing of the HCMS, the payment
      of general and administrative expenses and for other purposes; (iv) 50,000
      shares upon the Company’s acquisition of a product or technology other than the
      HCMS; and (v) 50,000 shares upon the Company’s receipt of cash in the amount of
      $3,000,000 (whether by debt, equity or otherwise) for use in the development
      and/or marketing of the HCMS or any other acquired product, the payment of
      general and administrative expenses and for other purposes.




F-19




On
      June
      29, 2007, 25,000 shares of common stock underlying each option vested due to
      the
      Company’s execution of its development agreement with Ethox (see Note 4 -
      Catheter Development Agreement). As a result of this accelerated vesting, the
      remaining unvested shares of common stock underlying each option vest as
      follows: 14,000 shares vest on the last day of each month through October 31,
      2009 and the remaining 13,000 shares vest on November 30, 2009.




In
      the
      event of a change in control of the Company, as defined in the options, each
      of
      the options becomes fully vested as of ten days prior to the change in control.
      The shares of common stock issued upon the exercise of the options will be
      unregistered securities.




The
      fair
      value of each of the options was estimated on the date of grant using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.80%; volatility of 181.17%; and
      an
      expected life of 5 years. Each option had a fair value of approximately $96,203
      at the date of grant (see Note 3 - Stock Based Compensation).




*Stock
      Options Granted to Non-Executive Officer*




Option
      Granted December 23, 2005




On
      December 23, 2005, the Company granted a non-qualified stock option to purchase
      100,000 shares of common stock pursuant to the Company’s 2002 Equity Incentive
      Plan to Allan J. Jones, the Company’s controller. The option has a ten year term
      and is exercisable at $0.08 per share. The shares of common stock underlying
      the
      option vest as follows: 25,000 shares vested on December 23, 2005; 25,000 shares
      vested on December 23, 2006; 25,000 shares vest on December 23, 2007 and 25,000
      shares vest on December 23, 2008.




In
      the
      event of a change in control of the Company, as defined in the option, the
      option becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the option will be
      unregistered securities.




The
      fair
      value the option was estimated on the date of grant using the Black-Scholes
      pricing model with the following weighted average assumptions: dividend yield
      of
      0%; risk free interest of 4.38%; volatility of 66.90%; and an expected life
      of 5
      years. The option had a fair value of approximately $6,152 at the date of grant
      (see Note 3 - Stock Based Compensation).




F-20




Option
      Granted February 5, 2007




On
      February 5, 2007, the Company granted a non-qualified stock option to purchase
      100,000 shares of common stock pursuant to the Company’s 2002 Equity Incentive
      Plan to Allan J. Jones, the Company’s controller. The option has a ten year term
      and is exercisable at $0.20 per share. The shares of common stock underlying
      the
      option vest as follows: 33,333 shares vest on December 31, 2007; 33,333 shares
      vest on December 31, 2008 and 33,334 shares vest on December 31, 2009.




In
      the
      event of a change in control of the Company, as defined in the option, the
      option becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the option will be
      unregistered securities.




The
      fair
      value the option was estimated on the date of grant using the Black-Scholes
      pricing model with the following weighted average assumptions: dividend yield
      of
      0%; risk free interest of 4.80%; volatility of 181.17%; and an expected life
      of
      5 years. The option had a fair value of approximately $19,241 at the date of
      grant (see Note 3 - Stock Based Compensation).




*Summary
      of Stock Options*




Option
      transactions for employees under the 2002 Equity Incentive Plan and the 2007
      Equity Incentive Plan during the fiscal years ended October 31, 2007 and 2006
      were as follows :




**Option
                Shares**
            
            **Exercise
                Price Per Common Share**
            
            **Weighted
                Average Exercise Price Per Common Share**
            
            **Aggregate
                Intrinsic Value**Outstanding
                at October 31, 2005
            
            
            270,000
            
            $
            0.02
                & 0.08
            
            $
            0.07Granted
                during the period
            
            
            100,000
            
            $
            0.08
            
            $
            0.08Exercised
                during the period
            
            
            **—**
            
            
            **—**
            
            
            **—**Terminated
                during the period
            
            
            **—**
            
            
            **—**
            
            
            **—**Outstanding
                at October 31, 2006
            
            
            370,000
            
            $
            0.02
                & 0.08
            
            $
            0.07
            
            $
            **—**Granted
                during the period
            
            
            1,100,000
            
            $
            0.20
            
            $
            0.20Exercised
                during the period
            
            
            **—**
            
            
            **—**
            
            
            **—**Terminated
                during the period
            
            
            **—**
            
            
            **—**
            
            
            **—**Outstanding
                at October 31, 2007
            
            
            1,470,000
            
            $
            0.02,
                0.08 & 0.20
            
            $
            0.17
            
            $
            13,200Exercisable
                at October 31, 2007
            
            
            622,000
            
            $
            0.02,
                0.08 & 0.20
            
            $
            0.13
            
            $
            11,700Exercisable
                at October 31, 2006
            
            
            270,000
            
            $
            0.02
                & 0.08
            
            $
            0.07
            
            $
            **—**





F-21


Information
      with respect to outstanding options and options exercisable as of October 31,
      2007 that were granted to employees is as follows:





**Exercise**
              **Price**
            
            **Number
                of Shares Available Under Outstanding Options**
            
            **Weighted
                Average Remaining Contractual Life (Years)**
            
            **Weighted
                Average Exercise Price Per Common Share**
            
            **Number
                of Shares Available for Purchase Under Outstanding
                Options**
            
            **Weighted
                Average Exercise Price Per Common Share**$
                0.02
            
            
            35,000
            
            
            7.2
            
            $
            0.02
            
            
            35,000
            
            $
            0.02$
                0.08
            
            
            335,000
            
            
            6.8
            
            $
            0.08
            
            
            285,000
            
            $
            0.08$
                0.20
            
            
            1,100,000
            
            
            9.3
            
            $
            0.20
            
            
            302,000
            
            $
            0.201,470,000
            
            
            8.6
            
            $
            0.17
            
            
            622,000
            
            $
            0.13





A
      summary
      of the nonvested shares subject to options granted under the 2002 Equity
      Incentive Plan and the 2007 Equity Incentive Plan as of October 31, 2007 and
      2006 is as follows:


**Option
                  Shares**
              
              **Weighted
                  Average Grant Date Fair Value Per Share**Nonvested
                  at October 31, 2005
              
              
              87,500
              
              $
              0.08Granted
                  during the period
              
              
              100,000
              
              $
              0.08Vested
                  during the period
              
              
              (87,500
              )
              $
              0.08Terminated
                  during the period
              
              
              —
              
              
              —Nonvested
                  at October 31, 2006
              
              
              100,000
              
              $
              0.08Granted
                  during the period
              
              
              1,100,000
              
              $
              0.20Vested
                  during the period
              
              
              (352,000
              )
              $
              0.18Terminated
                  during the period
              
              
              —
              
              
              —Nonvested
                  at October 31, 2007
              
              
              848,000
              
              $
              0.19


As
      of
      October 31, 2007, there was $156,611 of total unrecognized compensation cost
      related to nonvested share based compensation arrangements granted under the
      2002 Equity Incentive Plan and the 2007 Equity Incentive Plan. That cost is
      expected to be recognized over a weighted average period of 25
      months.





No
      options were granted to non-employees during the fiscal years ended October
      31,
      2007 and 2006.




F-22




***Warrants
      to Purchase Common Stock***




*Warrant
      Issued to Consultant Dated January 1, 2007*




On
      January 1, 2007, the Company issued a warrant to purchase 125,000 shares of
      the
      Company’s common stock to the principal owner of the Investors Relations Group
      in connection with an investor relations and public relations consulting
      agreement entered into by the Company and the Investors Relations Group. The
      warrant has a five year term and is exercisable at $0.25 per share until
      December 31, 2012. The shares of common stock underlying the warrant vest as
      follows: 31,250 shares vested on March 31, 2007; 31,250 shares vested on June
      30, 2007; 31,250 shares vested on September 30, 2007 and 31,250 shares vest
      on
      December 31, 2007.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.70%; volatility of 338.02%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $27,496
      at the date of issuance. As of October 31, 2007, 93,750 shares underlying the
      warrant were available for purchase and 31,250 shares underlying the warrant
      were unvested and were not yet available for purchase (see Note 3 - Share Based
      Compensation).




*Warrants
      Issued to Current Directors*




Richard
      E. Otto - Warrant Dated February 5, 2007 .
      On
      February 5, 2007, the Company issued a warrant to purchase 209,000 shares of
      the
      Company’s common stock to Richard E. Otto, a member of the board of directors of
      the Company, as consideration for his service to the Company in 2006 and his
      continued service through 2007. The warrant has a five year term and is
      exercisable at $0.20 per share. The shares of common stock underlying the
      warrant vest or vested as follows: 100,000 shares vested immediately on February
      5, 2007; 7,250 shares vested on March 31, 2007; 7,250 shares vested on June
      30,
      2007; 7,250 shares vested on September 30, 2007; 27,250 shares vest on December
      31, 2007; 20,000 shares vest on December 31, 2008; 20,000 shares vest on
      December 31, 2009; and 20,000 shares vest on December 31, 2010.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.80%; volatility of 181.17%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $40,213
      at the date of issuance. As of October 31, 2007, 121,750 shares underlying
      the
      warrant were available for purchase and 87,250 shares underlying the warrant
      were unvested and were not yet available for purchase (see Note 3 - Share Based
      Compensation).




Lawrence
      M. Levy - Warrant Dated March 15, 2007 .
      On
      March 15, 2007, the Company issued a warrant to purchase 105,000 shares of
      the
      Company’s common stock to Lawrence M. Levy as consideration for his service as a
      member of the Company’s board of directors and his service as a member of the
      audit committee and compensation committee of the board of directors in 2007.
      The warrant has a five year term and is exercisable at $0.25 per share. The
      shares of common stock underlying the warrant vest or vested as follows: 6,250
      shares vested on March 31, 2007; 6,250 shares vested on June 30, 2007; 6,250
      shares vested on September 30, 2007; 26,250 shares vest on December 31, 2007;
      20,000 shares vest on December 31, 2008; 20,000 shares vest on December 31,
      2009; and 20,000 shares vest on December 31, 2010.




F-23




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.46%; volatility of 167.82%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $24,827
      at the date of issuance. As of October 31, 2007, 18,750 shares underlying the
      warrant were available for purchase and 86,250 shares underlying the warrant
      were unvested and were not yet available for purchase (see Note 3 - Share Based
      Compensation).




Anthony
      Giordano, III - Warrant Dated March 15, 2007 .
      On
      March 15, 2007, the Company issued a warrant to purchase 109,000 shares of
      the
      Company’s common stock to Anthony Giordano, III as consideration for his service
      as a member of the Company’s board of directors and his service as the chairman
      of the audit committee and member of the compensation committee of the board
      of
      directors in 2007. The warrant has a five year term and is exercisable at $0.25
      per share. The shares of common stock underlying the warrant vest or vested
      as
      follows: 7,250 shares vested on March 31, 2007; 7,250 shares vested on June
      30,
      2007; 7,250 shares vested on September 30, 2007; 27,250 shares vest on December
      31, 2007; 20,000 shares vest on December 31, 2008; 20,000 shares vest on
      December 31, 2009; and 20,000 shares vest on December 31, 2010.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.46%; volatility of 167.82%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $25,772
      at the date of issuance. As of October 31, 2007, 21,750 shares underlying the
      warrant were available for purchase and 87,250 shares underlying the warrant
      were unvested and were not yet available for purchase (see Note 3 - Share Based
      Compensation).




*Warrant
      Issued to Former Director*




On
      February 5, 2007, the Company issued a warrant to purchase 100,000 shares of
      the
      Company’s common stock to John A. Moore, a former member of the Board of
      Directors of the Company, as consideration for his service to the Company in
      2006. The warrant has a five year term and is exercisable at $0.20 per share.
      All shares of common stock underlying the warrant vested on February 5, 2007.




F-24




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.80%; volatility of 181.17%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $19,241
      at the date of issuance. As of February 5, 2007, all 100,000 shares underlying
      the warrant were available for purchase (see Note 3 - Share Based
      Compensation).




*Common
      Stock Issued Upon Exercise of Warrants*




On
      November 13, 2006, Century Capital exercised its right to purchase 425,000
      shares of the Company's common stock underlying the warrants issued to it on
      May
      14, 2004 and February 25, 2005. The $15,750 due to the Company as a result
      of
      this exercise was offset by the Company against monthly consulting fees due
      and
      owing to Century Capital that had been deferred for payment.




On
      February 19, 2007, James G. Aaron, a former director of the Company, exercised
      his right to purchase 66,666 shares of the Company’s common stock underlying the
      warrant issued to him on July 24, 2003. The Company received $17,334
      ($0.26/share) in connection with the issuance of these shares.




On
      April
      20, 2007, John A. Moore, a former director of the Company, exercised his right
      to purchase 133,400 shares of the Company’s common stock underlying the warrant
      issued to him on May 14, 2004. The Company received $5,336 ($0.04/share) in
      connection with the issuance of these shares. In addition, on April 20, 2007,
      Mr. Moore exercised his right to purchase 100,000 shares of the Company’s common
      stock underlying the warrant issued to him on February 25, 2005. The Company
      received $3,000 ($0.03/share) in connection with the issuance of these
      shares.




*Summary
      of Warrants*




Stock
      warrant transactions during the fiscal years ended October 31, 2007 and 2006
      were as follows:


**Warrant
                  Shares**
              
              **Exercise
                  Price Per Common Share**
              
              **Weighted
                  Average Exercise Price Per Common Share**
              
              **Aggregate
                  Intrinsic Value**Outstanding
                  at October 31, 2005
              
              
              2,104,998
              
              $
              0.03
                  - 4.50
              
              $
              0.39Issued
                  during the period
              
              
              —
              
              
              —
              
              
              —Exercised
                  during the period
              
              
              —
              
              
              —
              
              
              —Terminated
                  during the period
              
              
              (180,000
              )
              $
              2.45
                  & 4.50
              
              $
              3.48Outstanding
                  at October 31, 2006
              
              
              1,924,998
              
              $
              0.03
                  - 0.26
              
              $
              0.11
              
              $
              —Issued
                  during the period
              
              
              648,000
              
              $
              0.20
                  & 0.25
              
              $
              0.23Exercised
                  during the period
              
              
              (725,066
              )
              $
              0.03,
                  0.04 & 0.26
              
              $
              0.06Terminated
                  during the period
              
              
              —
              
              
              —
              
              
              —Outstanding
                  at October 31, 2007
              
              
              1,847,932
              
              $
              0.03
                  - 0.26
              
              $
              0.17
              
              $
              48,662Exercisable
                  at October 31, 2007
              
              
              1,555,932
              
              $
              0.03
                  - 0.26
              
              $
              0.16
              
              $
              48,662Exercisable
                  at October 31, 2006
              
              
              1,624,998
              
              $
              0.03
                  - 0.26
              
              $
              0.12
              
              $
              —





F-25




Information
      with respect to outstanding warrants and warrants exercisable at October 31,
      2007 is as follows:


**Range
                  of**
                **Exercise
                  Prices**
              
              **Number
                  of Shares Available Under Outstanding Warrants**
              
              **Weighted
                  Average Remaining Contractual Life (Years)**
              
              **Weighted
                  Average Exercise Price Per Common Share**
              
              **Number
                  of Shares Available for Purchase Under Outstanding
                  Warrants**
              
              **Weighted
                  Average Exercise Price Per Common Share**$
                  0.03 - 0.04
              
              
              666,600
              
              
              3.3
              
              $
              0.04
              
              
              666,600
              
              $
              0.04$
                  0.20 - 0.26
              
              
              1,181,332
              
              
              2.7
              
              $
              0.24
              
              
              889,332
              
              $
              0.241,847,932
              
              
              2.9
              
              $
              0.17
              
              
              1,555,932
              
              $
              0.16




A
      summary
      of the nonvested shares subject to warrants as of October 31, 2007 and 2006
      is
      as follows:


**Warrant
                  Shares**
              
              **Weighted
                  Average Grant Date Fair Value Per Share**Nonvested
                  at October 31, 2005
              
              
              762,503
              
              $
              0.04Issued
                  during the period
              
              
              —
              
              
              —Vested
                  during the period
              
              
              (462,503
              )
              $
              0.03Terminated
                  during the period
              
              
              —
              
              
              —Nonvested
                  at October 31, 2006
              
              
              300,000
              
              $
              0.04Issued
                  during the period
              
              
              648,000
              
              $
              0.23Vested
                  during the period
              
              
              (656,000
              )
              $
              0.14Terminated
                  during the period
              
              
              —
              
              
              —Nonvested
                  at October 31, 2007
              
              
              292,000
              
              $
              0.24




As
      of
      October 31, 2007, there was $64,685 of total unrecognized compensation cost
      related to nonvested share based compensation arrangements involving warrants.
      That cost is expected to be recognized over a weighted average period of 37
      months.





***Common
      Stock Issued as Payment for Consulting Services***




On
      February 5, 2007, the Company issued 625,000 shares of its common stock to
      Mr.
      LaVance, a principal of Century Capital and the President and Chief Executive
      Officer of the Company and 625,000 shares of its common stock to Mr. Gifford,
      a
      principal of Century Capital and the Executive Vice President, Chief Financial
      Officer (Treasurer) and Secretary of the Company. An aggregate amount of
      1,250,000 shares were issued as payment of $250,000 ($0.20 per share) of monthly
      consulting fees due to Century Capital that had been deferred for
      payment.




F-26




On
      February 5, 2007, the Company issued 50,000 shares of its common stock to
      Georgia Capital Management, Inc. These shares were issued as payment of $10,000
      ($0.20 per share) of accounts payable related to consulting fees due to Georgia
      Capital Management, Inc.




On
      August
      21, 2007, Scivanta issued 200,000 shares of its common stock to Buckman, Buckman
      & Reid, Inc. as consideration for investment banking and consulting
      services. Scivanta did not receive any proceeds from this issuance. These shares
      had a fair market value of $32,000 ($0.16 per share) on the date the Company
      agreed to issue the shares (August 15, 2007).




On
      August
      21, 2007, Scivanta issued 10,000 shares of its common stock to Red Bank Capital,
      LLC as consideration for consulting services. Scivanta did not receive any
      proceeds from this issuance. These shares had a fair market value of $1,800
      ($0.18 per share) on the date the Company agreed to issue the shares (August
      21,
      2007).




**9.**
            **Convertible
                Debentures**




***May
      2005 Convertible Debentures***




On
      May
      26, 2005, the Company closed on a private placement of 8% convertible debentures
      (the “May 2005 Debentures”). The gross proceeds received in connection with this
      private placement were $300,000. The May 2005 Debentures had a 2 year term
      maturing on April 30, 2007, and bore interest at a rate of 8% per annum.
      Interest was payable in annual installments, beginning on May 1, 2006, in cash
      or, at the option of the Company, in shares of the Company’s common stock. If
      the Company elected to pay the interest in shares of the Company’s common stock,
      the number of shares issued as payment would be equal to the quotient of the
      unpaid interest divided by the market price of the Company’s common stock as
      defined in the May 2005 Debentures. Up to 50% of the aggregate principal amount
      of the May 2005 Debentures were convertible into the Company’s common stock, at
      the option of the holders, at a conversion price of $0.10 per share. The
      remaining 50% of the aggregate principal amount of the May 2005 Debentures
      were
      convertible into the Company’s common stock, at the option of the holders, at a
      conversion price of $0.20 per share. An aggregate amount of 2,250,000 shares
      of
      common stock could be issued pursuant to the May 2005 Debentures.




On
      May
      10, 2007, the holders of the May 2005 Debentures, which matured on April 30,
      2007, elected to convert $275,000 of the outstanding principal balance into
      shares of the Company’s common stock. As a result, pursuant to the terms of the
      May 2005 Debentures, the Company issued 2,125,000 shares of its common stock
      and
      repaid the balance of $25,000 in cash. In addition, the Company issued 114,288
      shares of its common stock to the May 2005 Debenture holders as payment of
      $24,000 of interest due on the May 2005 Debentures for the period commencing
      May
      1, 2006 and ending April 30, 2007. The number of shares issued as payment of
      the
      interest due was calculated based on the fair market value of the Company’s
      common stock ($0.21 per share) on April 30, 2007.




For
      the
      fiscal years ended October 31, 2007 and 2006, the Company recorded a total
      of
      $11,903 and $23,999, respectively, of interest expense related to the May 2005
      Debentures.




***February
      2007 Convertible Debentures***




On
      February 8, 2007, the Company closed on a private placement of 8% convertible
      debentures dated February 1, 2007 (the “February 2007 Debentures”). The gross
      proceeds received in connection with this private placement were $250,000,
      which
      will be used for working capital purposes, including the development of the
      HCMS. The February 2007 Debentures have a 3 year term maturing on January 31,
      2010, and bear interest at a rate of 8% per annum. Interest is payable in annual
      installments, beginning on February 1, 2008, in cash or, at the option of the
      Company, in shares of the Company’s common stock. If the Company elects to pay
      the interest in shares of the Company’s common stock, the number of shares
      issued as payment will be equal to the quotient of the unpaid interest divided
      by the market price of the Company’s common stock as defined in the February
      2007 Debentures.




F-27




Up
      to 50%
      of the aggregate principal amount of the February 2007 Debentures are
      immediately convertible into shares of the Company’s common stock at the option
      of the holders at a conversion price of $0.20 per share. The remaining 50%
      of
      the aggregate principal amount of the February 2007 Debentures are convertible
      at the option of the holders at any time after February 1, 2008 at a conversion
      price of $0.30 per share. The fair value of the Company’s common stock as of
      February 1, 2007 was $0.20 per share. An aggregate amount of 1,041,667 shares
      of
      common stock can be issued pursuant to the February 2007 Debentures. The
      February 2007 Debentures contain demand registration rights upon the request
      of
      the holders of more than 50% of the aggregate principal amount of the then
      outstanding February 2007 Debentures or the securities issuable upon the
      conversion of the February 2007 Debentures. The Company has determined that
      the
      value attributable to the demand registration rights is de minimis.




For
      the
      fiscal year ended October 31, 2007, the Company recorded a total of $15,000
      of
      interest expense related to the February 2007 Debentures. This amount is accrued
      as of October 31, 2007.




**10.**
            **Note
                Payable**




Pursuant
      to the terms of the HCMS License Agreement, as amended (see Note 4 - HCMS
      License Agreement), the Company is required to make a payment to the Licensor
      of
      $262,957. The Company paid $40,900 on November 16, 2006 and $80,000 on October
      31, 2007 and is required to pay $142,057 on or before November 1, 2008. This
      payment obligation is non-interest bearing.




The
      Company recorded a note payable of $235,557 based on the present value of the
      original payment obligation, as amended, with a corresponding discount rate
      of
      8%. The difference between the present value of the original payment obligation,
      as amended ($235,557), and the face value of the original payment obligation,
      as
      amended ($262,957), is being accreted as interest expense through the maturity
      date of the payment obligation (total imputed interest of $27,400). During
      the
      fiscal year ended October 31, 2007, the Company recognized $16,700 of interest
      expense related to the note payable.





**11.**
            **Litigation**




***Syntest
      Litigation***




On
      May
      12, 2003, the Company commenced an action in the United States District Court
      for the Eastern District of New York against Syntho and its principal owner,
      Muhammed Malik, Breckenridge and its principal owner, Larry Runsdorf (the
“Breckenridge Group”), Scott Schrader and his affiliates, namely Schrader
      Associates, Bluegrass Drug LLC and Medpharm Corporation (collectively, the
      “Schrader Group”), relating to the Company’s exclusive right to distribute the
      hormone replacement therapy drug, Syntest, under an agreement with Syntho which
      expired no earlier than November 2006. In its complaint, the Company alleged,
      among other things, that Syntho permitted Breckenridge, Medpharm Corporation
      and
      Bluegrass Drug LLC to distribute Syntest in violation of its agreement with
      Syntho and that Scott Schrader and Schrader Associates, which had been appointed
      by the Company as the exclusive broker with respect to sales of Syntest to
      drug
      wholesalers, chain drug stores and managed care companies, and Scott Schrader
      and Schrader Associates offered discounts, incentives and rebates to customers
      of the Company without the Company’s authorization.




F-28




On
      April
      21, 2004, the Company entered into a settlement agreement and limited release
      with the Schrader Group. Pursuant to this agreement, the Company and the
      Schrader Group agreed to dismiss with prejudice the actions which were pending
      against each other. As part of the settlement reached by the Company and the
      Schrader Group, the Schrader Group paid to the Company a cash payment of
      $375,000. In addition, the parties released each other from certain claims
      arising out of the distribution and sale of Syntest.




On
      October 17, 2005, the Company and Breckenridge entered into a purchase and
      settlement agreement pursuant to which the Company sold its distribution and
      other rights and business with respect to the hormone replacement drug, Syntest,
      to Breckenridge. In consideration for the sale of such rights and the other
      benefits provided under the purchase and settlement agreement,  Breckenridge
      paid the Company an aggregate of $1,000,000 as follows: (1) $250,000 was paid
      shortly after the execution of the purchase and settlement agreement, and (2)
      $50,000 was paid on or about the first day of each month for a 15 month period
      commencing on November 1, 2005 and ending on January 1, 2007. Further, pursuant
      to the settlement agreement, the Company and Breckenridge dismissed their
      actions against each other and released each other from any further claims
      arising out of the distribution and sale of Syntest, except as provided under
      the purchase and settlement agreement. As of January 2, 2007, all amounts due
      under the purchase and settlement agreement had been received by the Company.




On
      November 22, 2006, the Company, Century Capital, David R. LaVance and Thomas
      S.
      Gifford entered into a settlement agreement and release with the Syntho Group
      and Intermax. Pursuant to the settlement agreement, the Company and the Syntho
      Group agreed to dismiss with prejudice the actions against each other which
      were
      pending in the United States District Court for the Eastern District of New
      York
      and in the Superior Court of New Jersey. In addition, the Syntho Group agreed
      to
      dismiss with prejudice the related actions against Century Capital, David R.
      LaVance and Thomas S. Gifford which were pending in the United States District
      Court for the Eastern District of New York and the Company and Intermax agreed
      to dismiss with prejudice the related actions against each other which were
      pending in the United States District Court for the Eastern District of New
      York
      and in the Superior Court of New Jersey. As part of the settlement reached
      by
      the parties, the Syntho Group paid the Company an aggregate of $3,100,000 as
      follows: (1) $250,000 was paid upon the execution of the settlement agreement;
      (2) $100,000 was paid on or about the 27 th day of
      each month for a 3 month period commencing on December 27, 2006 and ending
      on
      February 27, 2007 and (3) $2,550,000 was paid on March 27, 2007. As of March
      27,
      2007, all amounts due the purchase and settlement agreement had been received
      by
      the Company.




F-29




***Loures
      Lawsuit***




On
      December 28, 2004, an action was commenced in the Superior Court of New Jersey
      by James J. Loures, Jr. and his wife, Christine Loures (collectively, the
“Loures”), against Scivanta and certain of its former officers and directors.
      The Loures alleged that Scivanta, its former officers and certain of its former
      directors engaged in a scheme to inflate Scivanta’s revenues and earnings
      through a series of accounting irregularities and fraudulent financial
      disclosures during the period June 2001 through March 2003 which resulted in
      the
      Loures’ loss of approximately $120,000. The Loures allegations are the same as
      those alleged in the consolidated class action lawsuit against Scivanta which
      was settled in 2004. The Loures were one of eight parties that opted out of
      the
      settlement related to the consolidated class action lawsuit.




On
      October 4, 2006, Scivanta filed a motion to dismiss the Loures’ complaint for
      failure to comply with discovery requests in the time required by the court.
      On
      November 3, 2006, the court granted Scivanta’s motion and dismissed the
      complaint without prejudice. On February 7, 2007, the Loures’ supplied Scivanta
      with the outstanding discovery requests and requested that the court vacate
      the
      dismissal order previously issued and reinstate the complaint. On February
      16,
      2007, the court granted the Loures’ request to reinstate the complaint.




On
      October 22, 2007, Scivanta and the Loures reached a settlement. Pursuant to
      the
      settlement, Scivanta paid $20,000 to the Loures and the Loures dismissed their
      complaint against Scivanta.




**12.**
            **Subsequent
                Events**




***Warrants
      Issued to Consultants***




Harvey
      Sacks, MD - Warrant I Dated November 1, 2007 .
      On
      November 1, 2007, the Company issued a warrant to purchase 70,000 shares of
      the
      Company’s common stock to Harvey Sacks, MD as partial consideration for his
      service as a medical consultant to the Company. The warrant has a five year
      term
      and is exercisable at $0.13 per share. The shares of common stock underlying
      the
      warrant vest as follows: 14,000 shares vest on January 31, 2008; 14,000 shares
      vest on April 30, 2008; 14,000 shares vest on July 31, 2008; 14,000 shares
      vest
      on October 31, 2008 and 14,000 shares vest on January 31, 2009.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.02%; volatility of 60.66%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $5,018
      at the date of issuance.





Harvey
      Sacks, MD - Warrant II Dated November 1, 2007 .
      On
      November 1, 2007, the Company issued a warrant to purchase 30,000 shares of
      the
      Company’s common stock to Harvey Sacks, MD as partial consideration for his
      service as a medical consultant to the Company. The warrant has a five year
      term
      and is exercisable at $0.13 per share. The shares of common stock underlying
      the
      warrant vest as follows: 6,000 shares vest on January 31, 2008; 6,000 shares
      vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest
      on
      October 31, 2008 and 6,000 shares vest on January 31, 2009.




F-30




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.02%; volatility of 60.66%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $2,151
      at the date of issuance.





Andrew
      D. Shaw, MD - Warrant Dated November 1, 2007 .
      On
      November 1, 2007, the Company issued a warrant to purchase 30,000 shares of
      the
      Company’s common stock to Andrew D. Shaw, MD as partial consideration for his
      service as a medical consultant to the Company. The warrant has a five year
      term
      and is exercisable at $0.13 per share. The shares of common stock underlying
      the
      warrant vest as follows: 6,000 shares vest on January 31, 2008; 6,000 shares
      vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest
      on
      October 31, 2008 and 6,000 shares vest on January 31, 2009.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.02%; volatility of 60.66%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $2,151
      at the date of issuance.




Paul
      Sierzenski, MD - Warrant Dated November 1, 2007 .
      On
      November 1, 2007, the Company issued a warrant to purchase 30,000 shares of
      the
      Company’s common stock to Paul Sierzenski, MD as partial consideration for his
      service as a medical consultant to the Company. The warrant has a five year
      term
      and is exercisable at $0.13 per share. The shares of common stock underlying
      the
      warrant vest as follows: 6,000 shares vest on January 31, 2008; 6,000 shares
      vest on April 30, 2008; 6,000 shares vest on July 31, 2008; 6,000 shares vest
      on
      October 31, 2008 and 6,000 shares vest on January 31, 2009.




In
      the
      event of a change in control of the Company, as defined in the warrant, the
      warrant becomes fully vested as of ten days prior to the change in control.
      The
      shares of common stock issued upon the exercise of the warrant will be
      unregistered securities.




The
      fair
      value of the warrant was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 4.02%; volatility of 60.66%; and
      an
      expected life of 5 years. The warrant had a fair value of approximately $2,151
      at the date of issuance.




***Executive
      Employment Agreements***




On
      January 1, 2008, the Company entered into an executive employment agreement
      with
      each of David R. LaVance, the Company’s President and Chief Executive Officer,
      and Thomas S. Gifford, the Company’s Executive Vice President, Chief Financial
      Officer (Treasurer) and Secretary (collectively, the “Employment Agreements”).
      The term of each of the Employment Agreements commenced on January 1, 2008
      and
      ends on December 31, 2010, but can be renewed for successive one year periods
      unless terminated as provided in the Employment Agreements. Both Messers.
      LaVance and Gifford shall be paid an annual base salary of $275,000, which
      may
      be increased by the compensation committee of the Company’s board of directors.
      In addition, both Messers. LaVance and Gifford shall participate in the
      Company’s benefit programs and shall be eligible to receive an annual
      performance bonus based on the achievement of certain performance objectives
      as
      determined by the compensation committee of the Company’s board of directors.




F-31




In
      the
      event that Mr. LaVance or Mr. Gifford is terminated without Good Cause (as
      defined in the Employment Agreements and used herein), or Mr. LaVance or Mr.
      Gifford terminates his employment for Good Reason (as defined in the Employment
      Agreements and used herein), Mr. LaVance or Mr. Gifford, as the case may be,
      will be entitled to receive a severance payment equal to his annual base salary
      in effect on the date of termination.




In
      addition, in the event that within 180 days of a Change of Control (as defined
      in the Employment Agreements and used herein) of the Company, the employment
      of
      Mr. LaVance or Mr. Gifford is terminated by the Company or its successor without
      Good Cause, or Mr. LaVance or Mr. Gifford terminates his employment with the
      Company or its successor for Good Reason, Mr. LaVance or Mr. Gifford, as the
      case may be, shall be paid a severance payment; provided however, that if the
      termination of employment occurs prior to the Change of Control, the Change
      of
      Control must have been considered by the Company at the time of termination
      for
      Mr. LaVance or Mr. Gifford to be entitled to the severance payment. The amount
      of the severance payment will be equal to two times the sum of Mr. LaVance’s or
      Mr. Gifford’s annual base salary in effect immediately prior to the termination
      of Mr. LaVance’s of Mr. Gifford’s employment and an amount which is the lesser
      of (1) $150,000 and (2) the aggregate amount of any bonuses paid to Mr. LaVance
      or Mr. Gifford during the 12 months prior to the earlier of (A) the effective
      date of the Change of Control and (B) the date Mr. LaVance’s or Mr. Gifford’s
      employment terminates with the Company.




***Options
      Granted to Executive Officers***




On
      January 1, 2008, the Company granted a non-qualified stock option to purchase
      100,000 shares of common stock under the 2007 Equity Incentive Plan to each
      of
      Messers. LaVance and Gifford. An aggregate of 200,000 shares of common stock
      could be purchased pursuant to these options. Each option has a ten year term
      and is exercisable at $0.14 per share. The shares of common stock underlying
      each option vest as follows: 33,333 shares vest on December 31, 2008; 33,333
      shares vest on December 31, 2009; and 33,334 shares vest on December 31, 2010.




In
      the
      event of a change in control of the Company, as defined in the 2007 Equity
      Incentive Plan, each of the options becomes fully vested as of ten days prior
      to
      the change in control. The shares of common stock issued upon the exercise
      of
      the options will be unregistered securities.




The
      fair
      value of each of the options was estimated on the date of grant using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and
      an
      expected life of 5 years. Each option had a fair value of approximately $6,999
      at the date of grant.




***Options
      Granted to Non-Executive Officer***




On
      January 1, 2008, the Company granted a non-qualified stock option to purchase
      50,000 shares of common stock under the 2007 Equity Incentive Plan to Allan
      J.
      Jones, the Company’s controller. The option has a ten year term and is
      exercisable at $0.14 per share. The shares of common stock underlying the option
      vest as follows: 16,666 shares vest on December 31, 2008; 16,666 shares vest
      on
      December 31, 2009; and 16,668 shares vest on December 31, 2010.




F-32




In
      the
      event of a change in control of the Company, as defined in the 2007 Equity
      Inventive Plan, the option becomes fully vested as of ten days prior to the
      change in control. The shares of common stock issued upon the exercise of the
      option will be unregistered securities.




The
      fair
      value the option was estimated on the date of grant using the Black-Scholes
      pricing model with the following weighted average assumptions: dividend yield
      of
      0%; risk free interest of 3.45%; volatility of 53.90%; and an expected life
      of 5
      years. The option had a fair value of approximately $3,500 at the date of
      grant.




***Options
      Granted to Directors***




Richard
      E. Otto - Option Dated January 1, 2008 .
      On
      January 1, 2008, the Company granted a non-qualified stock option to purchase
      27,000 shares of common stock under the 2007 Equity Incentive Plan to Richard
      E.
      Otto. The option was granted as partial consideration for Mr. Otto’s continuing
      service in 2008 as a member of the Company’s board of directors, as a member of
      the Company’s audit committee and as the chairman of the Company’s compensation
      committee. The option has a five year term and is exercisable at $0.14 per
      share. The shares of common stock underlying the option vest as follows: 6,750
      shares vest on March 31, 2008; 6,750 shares vest on June 30, 2008; 6,750 shares
      vest on September 30, 2008; and 6,750 shares vest on December 31, 2008.




In
      the
      event of a change in control of the Company, as defined in the 2007 Equity
      Incentive Plan, the option becomes fully vested as of ten days prior to the
      change in control. The shares of common stock issued upon the exercise of the
      option will be unregistered securities.




The
      fair
      value of the option was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and
      an
      expected life of 5 years. The option had a fair value of approximately $1,890
      at
      the date of grant.




Lawrence
      M. Levy - Option Dated January 1, 2008 .
      On
      January 1, 2008, the Company granted a non-qualified stock option to purchase
      25,000 shares of common stock under the 2007 Equity Incentive Plan to Lawrence
      M. Levy. The option was granted as partial consideration for Mr. Levy’s
      continuing service in 2008 as a member of the Company’s board of directors, as a
      member of the Company’s audit committee and as a member of the Company’s
      compensation committee. The option has a five year term and is exercisable
      at
      $0.14 per share. The shares of common stock underlying the option vest as
      follows: 6,250 shares vest on March 31, 2008; 6,250 shares vest on June 30,
      2008; 6,250 shares vest on September 30, 2008; and 6,250 shares vest on December
      31, 2008.




In
      the
      event of a change in control of the Company, as defined in the 2007 Equity
      Incentive Plan, the option becomes fully vested as of ten days prior to the
      change in control. The shares of common stock issued upon the exercise of the
      option will be unregistered securities.




F-33




The
      fair
      value of the option was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and
      an
      expected life of 5 years. The option had a fair value of approximately $1,750
      at
      the date of issuance.




Anthony
      Giordano, III - Option Dated January 1, 2008 .
      On
      January 1, 2008, the Company issued a non-qualified stock option to purchase
      29,000 shares under the 2007 Equity Incentive Plan to Anthony Giordano, III.
      The
      option was granted as partial consideration for Mr. Giordano’s continuing
      service in 2008 as a member of the Company’s board of directors, as the chairman
      of the Company’s audit committee and as a member of the Company’s compensation
      committee. The option has a five year term and is exercisable at $0.14 per
      share. The shares of common stock underlying the option vest as follows: 7,250
      shares vest on March 31, 2008; 7,250 shares vest on June 30, 2008; 7,250 shares
      vest on September 30, 2008; and 7,250 shares vest on December 31, 2008.




In
      the
      event of a change in control of the Company, as defined in the 2007 Equity
      Incentive Plan, the option becomes fully vested as of ten days prior to the
      change in control. The shares of common stock issued upon the exercise of the
      option will be unregistered securities.




The
      fair
      value of the option was estimated on the date of issuance using the
      Black-Scholes pricing model with the following weighted average assumptions:
      dividend yield of 0%; risk free interest of 3.45%; volatility of 53.90%; and
      an
      expected life of 5 years. The option had a fair value of approximately $2,030
      at
      the date of issuance.




F-34


**INDEX
      OF EXHIBITS**




**Exhibit
                No.**
              
              **Description
                  of Exhibit**3.1
              
              Restated
                  Articles of Incorporation of Scivanta Medical Corporation, formerly
                  Medi-Hut Co., Inc. (the “Registrant”), which was filed in the Office of
                  the Secretary of State of the State of Nevada on January 23, 2007
                  (Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly
                  Report on Form 10-QSB for the quarter ended January 31, 2006, filed
                  with
                  the Securities and Exchange Commission (the “SEC”) on January 29,
                  2007).3.2
              
              Amended
                  and Restated Bylaws of the Registrant (Incorporated by reference
                  to
                  Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-QSB for the
                  quarter ended January 31, 2006, filed with the SEC on January 29,
                  2007).4.1
              
              Specimen
                  stock certificate representing the Registrant’s common stock (Incorporated
                  by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form
                  10-QSB for the quarter ended January 31, 2006, filed with the SEC
                  on
                  January 29, 2007).4.2
              
              Form
                  of Convertible Debenture, dated February 1, 2007, issued to the
                  following
                  persons and in the following amounts: Jesse H. Austin, III ($50,000);
                  Andrew O. Whiteman and Gwen C. Whiteman, JTWROS ($25,000); Alan
                  Eicoff
                  ($25,000); Jack W. Cumming ($25,000); Scott C. Withrow ($25,000);
                  Terrence
                  McQuade ($25,000); Steven J. Olsen ($25,000); Robert P. Reynolds
                  ($12,500); Chartwell Partners, LLP ($12,500); and Marc G. Robinson
                  and
                  Joshua Goldfarb ($25,000) (Incorporated by reference to Exhibit
                  4.8 to the
                  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January
                  31, 2007, filed with the SEC on March 14, 2007).10.1
              
              The
                  Registrant’s 2002 Equity Incentive Plan, adopted and effective January 1,
                  2002 (Incorporated by reference to Exhibit B of the Registrant’s
                  definitive proxy statement, filed with the SEC on June 10,
                  2002).10.2*
              
              Warrant
                  to purchase 200,000 shares of common stock of the Registrant, dated
                  July
                  24, 2003, issued to Richard E. Otto. (Incorporated by reference
                  to Exhibit
                  10.10 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year
                  ended October 31, 2002, filed with the SEC on November 25,
                  2005).10.3*
              
              Warrant
                  to purchase 200,000 shares of common stock of the Registrant, dated
                  July
                  24, 2003, issued to John A. Moore. (Incorporated by reference to
                  Exhibit
                  10.11 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year
                  ended October 31, 2002, filed with the SEC on November 25,
                  2005).10.4*
              
              Warrant
                  to purchase 200,000 shares of common stock of the Registrant, dated
                  July
                  24, 2003, issued to Salvatore J. Badalamenti. (Incorporated by
                  reference
                  to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-KSB for the
                  fiscal year ended October 31, 2002, filed with the SEC on November
                  25,
                  2005).




E-1


**Exhibit
                  No.**
              
              **Description
                  of Exhibit**10.5*
              
              Warrant
                  to purchase 200,000 shares of common stock of the Registrant, dated
                  May
                  14, 2004, issued to Richard E. Otto. (Incorporated by reference
                  to Exhibit
                  10.13 to the Registrant’s Annual Report on Form 10-KSB for the fiscal year
                  ended October 31, 2002, filed with the SEC on November 25,
                  2005).10.6*
              
              Warrant
                  to purchase 200,000 shares of common stock of the Registrant, dated
                  May
                  14, 2004, issued to Salvatore J. Badalamenti. (Incorporated by
                  reference
                  to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-KSB for the
                  fiscal year ended October 31, 2002, filed with the SEC on November
                  25,
                  2005).10.7*
              
              Warrant
                  to Purchase 700,000 shares of common stock of the Registrant, dated
                  May
                  14, 2004, issued to Century Capital Associates, LLC. (Incorporated
                  by
                  reference to Exhibit 10.16 to the Registrant’s Annual Report on Form
                  10-KSB for the fiscal year ended October 31, 2002, filed with the
                  SEC on
                  November 25, 2005).10.8*
              
              Warrant
                  to Purchase 200,000 shares of common stock of the Registrant, dated
                  February 25, 2005, issued to Richard E. Otto. (Incorporated by
                  reference
                  to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-KSB for the
                  fiscal year ended October 31, 2002, filed with the SEC on November
                  25,
                  2005).10.9
              
              Sublease
                  Agreement, dated February 1, 2007, between the Registrant and Century
                  Capital Associates LLC (Incorporated by reference to Exhibit 10.14
                  to the
                  Registrant’s Quarterly Report on Form 10-QSB for the quarter ended January
                  31, 2007, filed with the SEC on March 14, 2007).10.10
              
              Technology
                  License Agreement between The Research Foundation of State University
                  of
                  New York for and on behalf of University of Buffalo and the Registrant
                  dated November 10, 2006 (Incorporated by reference to Exhibit 10.24
                  to the
                  Registrant’s Current Report on Form 8-K filed with the SEC on November 14,
                  2006).10.11*
              
              Stock
                  Option Agreement and Notice of Grant, dated February 5, 2007, pursuant
                  to
                  which David R. LaVance was granted a non-qualified stock option
                  to
                  purchase up to 500,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.16 to the Registrant’s Quarterly
                  Report on Form 10-QSB for the quarter ended January 31, 2007, filed
                  with
                  the SEC on March 14, 2007).10.12*
              
              Stock
                  Option Agreement and Notice of Grant, dated February 5, 2007, pursuant
                  to
                  which Thomas S. Gifford was granted a non-qualified stock option
                  to
                  purchase up to 500,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.17 to the Registrant’s Quarterly
                  Report on Form 10-QSB for the quarter ended January 31, 2007, filed
                  with
                  the SEC on March 14, 2007).10.13*
              
              Warrant
                  to purchase 209,000 shares of common stock of the Registrant, dated
                  February 5, 2007, issued to Richard E. Otto (Incorporated by reference
                  to
                  Exhibit 10.18 to the Registrant’s Quarterly Report on Form 10-QSB for the
                  quarter ended January 31, 2007, filed with the SEC on March 14,
                  2007).
  E-2
  **Exhibit
                  No.**
              
              **Description
                  of Exhibit**10.14*
              
              Warrant
                  to purchase 105,000 shares of common stock of the Registrant, dated
                  March
                  15, 2007, issued to Lawrence M. Levy (Incorporated by reference
                  to Exhibit
                  10.19 to the Registrant’s Current Report on Form 8-K filed with the SEC on
                  March 19, 2007).10.15*
              
              Warrant
                  to purchase 109,000 shares of common stock of the Registrant, dated
                  March
                  15, 2007, issued to Anthony Giordano, III (Incorporated by reference
                  to
                  Exhibit 10.19 to the Registrant’s Current Report on Form 8-K filed with
                  the SEC on March 19, 2007).10.16
              
              The
                  Registrant’s 2007 Equity Incentive Plan, adopted and effective May 31,
                  2007 (Incorporated by reference to Appendix to the Registrant’s definitive
                  proxy statement, filed with the SEC on April 27, 2007).10.17
              
              Product
                  Development Agreement, dated June 29, 2007, between the Registrant
                  and
                  Ethox International, Inc. including Schedule 2.4 - Form of Agreement
                  to
                  Manufacture Disposable Catheters. Upon the request of the SEC,
                  the
                  Registrant agrees to furnish copies of each of the following schedules:
                  Schedule 2.1 - Project Costs and Schedule; Schedule 2.2 - System
                  Hardware
                  and Software Specifications; and Schedule 2.3 - Disposable Catheter
                  Specifications (Incorporated by reference to Exhibit 10.17 to the
                  Registrant’s Current Report on Form 8-K filed with the SEC on July 3,
                  2007).10.18
              
              Addendum
                  to the Technology License Agreement, dated November 10, 2006, between
                  the
                  Registrant and The Research Foundation of State University of New
                  York,
                  for and on behalf of the University at Buffalo, and Donald D. Hickey,
                  M.D.
                  and Clas E. Lundgren, dated June 29, 2007 (Incorporated by reference
                  to
                  Exhibit 10.18 to the Registrant’s Current Report on Form 8-K filed with
                  the SEC on July 3, 2007).10.19
              
              Software
                  Engineering Agreement, dated July 2, 2007, between the Registrant
                  and
                  Applied Sciences Group, Inc. (Incorporated by reference to Exhibit
                  10.19
                  to the Registrant’s Current Report on Form 8-K filed with the SEC on July
                  3, 2007).10.20
              
              Product
                  Development Agreement, dated August 23, 2007, between the Registrant
                  and
                  Sparton Medical Systems, a business group of Sparton Electronics
                  Florida,
                  Inc., including Exhibit B - Change Approval Form and Exhibit D
                  - Payment
                  Terms. Upon the request of the SEC, the Registrant agrees to furnish
                  copies of each of the following exhibits: Exhibit A - Statement
                  of Work;
                  and Exhibit C - Sparton Medical Systems Labor Rates (Incorporated
                  by
                  reference to Exhibit 10.20 to the Registrant’s Current Report on Form 8-K
                  filed with the SEC on August 23, 2007).10.21*
              
              Stock
                  Option Agreement and Notice of Grant, dated January 1, 2008, pursuant
                  to
                  which David R. LaVance was granted a non-qualified stock option
                  to
                  purchase up to 100,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.21 to the Registrant’s Current
                  Report on Form 8-K filed with the SEC on January 2,
                  2008).
  E-3
  **Exhibit
                  No.**
              
              **Description
                  of Exhibit**10.22*
              
              Stock
                  Option Agreement and Notice of Grant, dated January 1, 2008, pursuant
                  to
                  which Thomas S. Gifford was granted a non-qualified stock option
                  to
                  purchase up to 100,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.22 to the Registrant’s Current
                  Report on Form 8-K filed with the SEC on January 2,
                  2008).10.23*
              
              Stock
                  Option Agreement and Notice of Grant, dated January 1, 2008, pursuant
                  to
                  which Richard E. Otto was granted a non-qualified stock option
                  to purchase
                  up to 27,000 shares of common stock of the Registrant (Incorporated
                  by
                  reference to Exhibit 10.23 to the Registrant’s Current Report on Form 8-K
                  filed with the SEC on January 2, 2008).10.24*
              
              Stock
                  Option Agreement and Notice of Grant, dated January 1, 2008, pursuant
                  to
                  which Lawrence M. Levy was granted a non-qualified stock option
                  to
                  purchase up to 25,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.24 to the Registrant’s Current
                  Report on Form 8-K filed with the SEC on January 2,
                  2008).10.25*
              
              Stock
                  Option Agreement and Notice of Grant, dated January 1, 2008, pursuant
                  to
                  which Anthony Giordano, III was granted a non-qualified stock option
                  to
                  purchase up to 29,000 shares of common stock of the Registrant
                  (Incorporated by reference to Exhibit 10.25 to the Registrant’s Current
                  Report on Form 8-K filed with the SEC on January 2,
                  2008).10.26*
              
              Executive
                  Employment Agreement, dated as of January 1, 2008, between the
                  Registrant
                  and David R. LaVance (Incorporated by reference to Exhibit 10.26
                  to the
                  Registrant’s Current Report on Form 8-K filed with the SEC on January 2,
                  2008).10.27*
              
              Executive
                  Employment Agreement, dated as of January 1, 2008, between the
                  Registrant
                  and Thomas S. Gifford (Incorporated by reference to Exhibit 10.27
                  to the
                  Registrant’s Current Report on Form 8-K filed with the SEC on January 2,
                  2008).21.1
              
              List
                  of Subsidiaries of the Registrant.31.1
              
              Section
                  302 Certification of Chief Executive Officer.31.2
              
              Section
                  302 Certification of Chief Financial Officer.32.1
              
              Certification
                  of Chief Executive Officer pursuant to 18 U.S.C. Section
                  1350.32.2
              
              Certification
                  of Chief Financial Officer pursuant to 18 U.S.C. Section
                  1350.




*
      Constitutes a management contract under Section 601 of Regulation
      S-B.




E-4