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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-QSB

|ý                                                                                      | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934       
|-------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------
|For the quarterly period ended September 30, 2002                                     
|or                                                                                    
|o                                                                                      | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from            to            Commission
file number 0-29222

AVAX TECHNOLOGIES, INC.(Exact name of small business issuer as specified in its charter)

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

Registrant's telephone number, including area code:(913) 693-8491

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

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

Common Stock, par value $.004 per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.        ý Yes    o No

As
of November 8, 2002, 16,541,621 shares of the Registrant's common stock, par value $.004 per share, were outstanding.

Documents
incorporated by reference:None.

Transitional Small Business Disclosure Format:        o
Yes    ý No

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AVAX TECHNOLOGIES, INC.

Table of Contents

|                             |  |                |  |                                                                                                                                                                                                        |  | Page   
|---------------------------- |  | -------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------
|PART IFINANCIAL INFORMATION |  |               
|                             |  | Item 1.        |  | Financial Statements                                                                                                                                                                                   |  |        
|                             |  |                |  | Consolidated BALANCE SHEETSAs of December 31, 2001 and September 30, 2002 (Unaudited)                                                                                                                 |  | Page 3 
|                             |  |                |  | Consolidated STATEMENTS OF OPERATIONS (Unaudited)For the Three and Nine Months Ended September 30, 2001 and 2002; and for the Period from January 12, 1990 (Incorporation) through September 30, 2002 |  | Page 4 
|                             |  |                |  | Consolidated STATEMENTS OF CASH FLOWS (Unaudited)For the Nine Months Ended September 30, 2001 and 2002 and for the Period from January 12, 1990 (Incorporation) through September 30, 2002            |  | Page 5 
|                             |  |                |  | Notes to Consolidated Financial Statements                                                                                                                                                             |  | Page 7 
|                             |  | Item 2.        |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                                                                                                  |  | Page 12
|                             |  | Item 3.        |  | Controls and Procedures                                                                                                                                                                                |  | Page 17
|PART IIOTHER INFORMATION    |  |               
|                             |  | Item 1.        |  | Legal Proceedings                                                                                                                                                                                      |  | Page 18
|                             |  | Item 6.        |  | Exhibits and Reports on Form 8-K                                                                                                                                                                       |  | Page 18
|                             |  | Signatures     |  | Page 19                                                                                                                                                                                               
|                             |  | Certifications |  | Page 20                                                                                                                                                                                               

2

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PART IFINANCIAL INFORMATION

Item 1. Financial Statements

AVAX Technologies, Inc.(a development stage company)Consolidated Balance Sheets

|                                                     |                                                  | December 31,
2001                                                                          |                                                                          | September 30,
2002 |       
|---------------------------------------------------- | ------------------------------------------------ | ------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------ | ------------------ | ------
|
|Assets                                               |                                                  |                                                                                            |                                                                          |                    |       
|Current assets:                                      |                                                  |                                                                                            |                                                                          |                    |       
|                                                     | Cash and cash equivalents                        |                                                                                            | $                                                                        | 11,649,447         |       
|                                                     | Marketable securities                            |                                                                                            |                                                                          | 344,470            |       
|                                                     | Accounts receivable                              |                                                                                            |                                                                          | 292,070            |       
|                                                     | Inventory                                        |                                                                                            |                                                                          | 53,939             |       
|                                                     | Prepaid expenses and other current assets        |                                                                                            |                                                                          | 477,231            |       
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Total current assets                                 |                                                  |                                                                                            | 12,817,157                                                               |                    |       
|Property, plant and equipment at cost                |                                                  |                                                                                            | 3,189,033                                                                |                    |       
|                                                     | Less accumulated depreciation                    |                                                                                            |                                                                          | 1,125,337          |       
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Net property, plant and equipment                    |                                                  |                                                                                            | 2,063,696                                                                |                    |       
|Research and development tax credit receivable       |                                                  |                                                                                            | 356,759                                                                  |                    |       
|Equity investment in joint venture                   |                                                  |                                                                                            | 26,975                                                                   |                    |       
|Acquired intellectual property and other intangibles |                                                  |                                                                                            | 188,387                                                                  |                    |       
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Total assets                                         |                                                  | $                                                                                          | 15,452,974                                                               |                    | $     
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Liabilities and stockholders' equity                 |                                                  |                                                                                            |                                                                          |                    |       
|Current liabilities:                                 |                                                  |                                                                                            |                                                                          |                    |       
|                                                     | Accounts payable and accrued liabilities         |                                                                                            | $                                                                        | 2,206,507          |       
|                                                     | Deferred revenue                                 |                                                                                            |                                                                          | 56,743             |       
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Total current liabilities                            |                                                  |                                                                                            | 2,263,250                                                                |                    |       
|Long-term debt                                       |                                                  |                                                                                            | 247,752                                                                  |                    |       
|Minority interest in consolidated subsidiaries       |                                                  |                                                                                            |                                                                         |                    |       
|Commitments and contingencies                        |                                                  |                                                                                            |                                                                          |                    |       
|Stockholders' equity:                                |                                                  |                                                                                            |                                                                          |                    |       
|                                                     | Preferred stock, $.01 par value:                 |                                                                                            |                                                                          |                    |       
|                                                     |                                                  | Authorized shares5,000,000, including Series B300,000 shares and Series C120,000 shares |                                                                          |                    |       
|                                                     |                                                  | Series B convertible preferred stock:                                                      |                                                                          |                    |       
|                                                     |                                                  |                                                                                            | Issued and outstanding shares0                                          |                    |       
|                                                     |                                                  | Series C convertible preferred stock:                                                      |                                                                          |                    |       
|                                                     |                                                  |                                                                                            | Issued and outstanding shares86,750 (liquidation preference$8,675,000) |                    |       
|                                                     | Common stock, $.004 par value:                   |                                                                                            |                                                                          |                    |       
|                                                     |                                                  | Authorized shares50,000,000                                                               |                                                                          |                    |       
|                                                     |                                                  | Issued and outstanding shares16,541,621                                                   |                                                                          |                    | 66,167
|                                                     | Additional paid-in capital                       |                                                                                            |                                                                          | 65,446,587         |       
|                                                     | Subscription receivable                          |                                                                                            |                                                                          | (422               | )     
|                                                     | Accumulated other comprehensive income           |                                                                                            |                                                                          | 41,115             |       
|                                                     | Deficit accumulated during the development stage |                                                                                            |                                                                          | (52,612,342        | )     
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Total stockholders' equity                           |                                                  |                                                                                            | 12,941,972                                                               |                    |       
|                                                     |                                                  |                                                                                            |                                                                          |                    |       
|Total liabilities and stockholders' equity           |                                                  | $                                                                                          | 15,452,974                                                               |                    | $     
|                                                     |                                                  |                                                                                            |                                                                          |                    |       

See accompanying notes.

3

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AVAX Technologies, Inc.(a development stage company)Consolidated Statements of Operations(Unaudited)

|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            | Period From
January 12, 1990
(Incorporation)
Through
September 30,
2002 |  
|------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------ | - | ---------- | --------- | - | ---------- | --------- | - | ---------- | ----------------------------------------------------------------------- | -
|
|
|Revenue:                                                                                                           |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|                                                                                                                   | Gain from sale of the Product                                      |   | $          |          |   | $          |          |   | $          |                                                                        |  
|                                                                                                                   | Product and contract service revenue                               |   |            | 71,953    |   |            | 246,966   |   |            | 365,329                                                                 |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Total revenue                                                                                                      |                                                                    |   | 71,953     |           |   | 246,966    |           |   | 365,329    |                                                                         |  
|Costs and expenses:                                                                                                |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|                                                                                                                   | Manufacturing, research and development                            |   |            | 2,252,344 |   |            | 1,870,459 |   |            | 6,312,324                                                               |  
|                                                                                                                   | Acquired in process research and development                       |   |            |          |   |            |          |   |            |                                                                        |  
|                                                                                                                   | Write down of acquired intellectual property and other intangibles |   |            |          |   |            |          |   |            |                                                                        |  
|                                                                                                                   | Amortization of acquired intangibles                               |   |            | 119,312   |   |            | 18,839    |   |            | 357,936                                                                 |  
|                                                                                                                   | Selling, general and administrative                                |   |            | 859,131   |   |            | 1,032,751 |   |            | 3,140,011                                                               |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Total operating loss                                                                                               |                                                                    |   | (3,158,834 | )         |   | (2,675,083 | )         |   | (9,444,942 | )                                                                       |  
|Other income (expense):                                                                                            |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|                                                                                                                   | Interest income                                                    |   |            | 132,822   |   |            | 45,615    |   |            | 599,530                                                                 |  
|                                                                                                                   | Interest expense                                                   |   |            |          |   |            |          |   |            |                                                                        |  
|                                                                                                                   | Minority interest in losses of consolidated subsidiary             |   |            |          |   |            | 29,528    |   |            |                                                                        |  
|                                                                                                                   | Amortization of deferred gain on joint venture                     |   |            | 225,725   |   |            |          |   |            | 677,175                                                                 |  
|                                                                                                                   | Equity in net loss of joint venture                                |   |            | (260,711  | ) |            |          |   |            | (678,728                                                                | )
|                                                                                                                   | Other, net                                                         |   |            |          |   |            |          |   |            |                                                                        |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Total other income                                                                                                 |                                                                    |   | 97,836     |           |   | 75,143     |           |   | 597,977    |                                                                         |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Loss before cumulative effect of change in accounting principle and extraordinary item                             |                                                                    |   | (3,060,998 | )         |   | (2,599,940 | )         |   | (8,846,965 | )                                                                       |  
|Cumulative effect of change in accounting for deferred credit related to equity method investment in joint venture |                                                                    |   |           |           |   |           |           |   |           |                                                                         |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Loss before extraordinary item                                                                                     |                                                                    |   | (3,060,998 | )         |   | (2,599,940 | )         |   | (8,846,965 | )                                                                       |  
|Extraordinary gain related to negative goodwill on consolidated subsidiary                                         |                                                                    |   |           |           |   |           |           |   |           |                                                                         |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Net loss                                                                                                           |                                                                    |   | (3,060,998 | )         |   | (2,599,940 | )         |   | (8,846,965 | )                                                                       |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Amount payable for liquidation preference                                                                          |                                                                    |   |           |           |   |           |           |   |           |                                                                         |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Net loss attributable to common stockholders                                                                       |                                                                    | $ | (3,060,998 | )         | $ | (2,599,940 | )         | $ | (8,846,965 | )                                                                       | $
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Net loss per common share                                                                                          |                                                                    | $ | (.19       | )         | $ | (.16       | )         | $ | (.53       | )                                                                       | $
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  
|Weighted average number of common shares outstanding                                                               |                                                                    |   | 16,541,621 |           |   | 16,541,621 |           |   | 16,541,621 |                                                                         |  
|                                                                                                                   |                                                                    |   |            |           |   |            |           |   |            |                                                                         |  

See accompanying notes.

4

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AVAX Technologies, Inc.(a development stage company)Consolidated Statements of Cash Flows(Unaudited)

|                                                                            |                                                                                      | Nine months ended September 30,                |            | Period from
January 12, 1990
(Incorporation)
To September 30,
2002 |         
|--------------------------------------------------------------------------- | ------------------------------------------------------------------------------------ | ---------------------------------------------- | ---------- | ------------------------------------------------------------------ | --------
|
|Operating activities                                                        |                                                                                      |                                                |            |                                                                    |         
|Net loss                                                                    |                                                                                      | $                                              | (8,846,965 | )                                                                  | $       
|Adjustments to reconcile net loss to net cash used in operating activities: |                                                                                      |                                                |            |                                                                    |         
|                                                                            | Depreciation and amortization                                                        |                                                |            | 685,339                                                            |         
|                                                                            | Amortization of deferred gain on joint venture                                       |                                                |            | (677,175                                                           | )       
|                                                                            | Equity in net loss of joint venture                                                  |                                                |            | 678,728                                                            |         
|                                                                            | Extraordinary gain related to negative goodwill on consolidated subsidiary           |                                                |            |                                                                   |         
|                                                                            | Cumulative effect of change in accounting                                            |                                                |            |                                                                   |         
|                                                                            | Compensatory stock issue                                                             |                                                |            |                                                                   |         
|                                                                            | Minority interest in net loss of consolidated subsidiary                             |                                                |            |                                                                   |         
|                                                                            | Acquired in-process research and development charge                                  |                                                |            |                                                                   |         
|                                                                            | Write down of acquired intellectual property and other intangibles                   |                                                |            |                                                                   |         
|                                                                            | Gain from sale of the Product                                                        |                                                |            |                                                                   |         
|                                                                            | Gain on sale of intellectual property                                                |                                                |            |                                                                   |         
|                                                                            | Accretion of interest on common stock receivable                                     |                                                |            |                                                                   |         
|                                                                            | Accretion of interest on amount payable to preferred stockholders and Former Officer |                                                |            |                                                                   |         
|                                                                            | Loss on sale or abandonment of furniture and equipment                               |                                                |            |                                                                   |         
|                                                                            | Issuance of common stock or warrants for services                                    |                                                |            |                                                                   |         
|                                                                            | Changes in operating assets and liabilities:                                         |                                                |            |                                                                    |         
|                                                                            |                                                                                      | Accounts receivable                            |            |                                                                    | (130,694
|                                                                            |                                                                                      | Inventory                                      |            |                                                                    | 5,498   
|                                                                            |                                                                                      | Prepaid expenses and other current assets      |            |                                                                    | 356,938 
|                                                                            |                                                                                      | Accounts payable and accrued liabilities       |            |                                                                    | (461,842
|                                                                            |                                                                                      | Deferred revenue                               |            |                                                                    | (64,614 
|                                                                            |                                                                                      | Research and development tax credit receivable |            |                                                                    |        
|                                                                            |                                                                                      | Amount payable to Former Officer               |            |                                                                    |        
|                                                                            |                                                                                      |                                                |            |                                                                    |         
|Net cash used in operating activities                                       |                                                                                      |                                                | (8,454,787 | )                                                                  |         
|Investing activities                                                        |                                                                                      |                                                |            |                                                                    |         
|Purchase of marketable securities and short-term investments                |                                                                                      |                                                | (715,893   | )                                                                  |         
|Proceeds from sale of marketable securities                                 |                                                                                      |                                                | 19,610,612 |                                                                    |         
|Proceeds from sale of short-term investments                                |                                                                                      |                                                |           |                                                                    |         
|Purchases of furniture and equipment                                        |                                                                                      |                                                | (98,228    | )                                                                  |         
|Proceeds from sale of furniture and equipment                               |                                                                                      |                                                |           |                                                                    |         
|Organization costs incurred                                                 |                                                                                      |                                                |           |                                                                    |         
|Cash acquired in acquisition of control of joint venture                    |                                                                                      |                                                |           |                                                                    |         
|Other                                                                       |                                                                                      |                                                |           |                                                                    |         
|                                                                            |                                                                                      |                                                |            |                                                                    |         
|Net cash provided by (used in) investing activities                         |                                                                                      |                                                | 18,796,491 |                                                                    |         

5

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|                                                                                   |  | Nine months ended September 30, |            | Period from
January 12, 1990
(Incorporation)
To September 30,
2002 |  
|---------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------------------------------------------ | -
|
|Financing activities                                                               |  |                                 |            |                                                                    |  
|Proceeds from issuance of notes payable to related party                           |  | $                               |           |                                                                    | $
|Principal payments on notes payable to related party                               |  |                                 |           |                                                                    |  
|Proceeds from loans payable                                                        |  |                                 |           |                                                                    |  
|Principal payments on loans payable                                                |  |                                 |           |                                                                    |  
|Payments for fractional shares from reverse splits and preferred stock conversions |  |                                 |           |                                                                    |  
|Financing costs incurred                                                           |  |                                 |           |                                                                    |  
|Payments received on subscription receivable                                       |  |                                 |           |                                                                    |  
|Shareholder capital contribution                                                   |  |                                 |           |                                                                    |  
|Proceeds received from exercise of stock warrants                                  |  |                                 |           |                                                                    |  
|Changes to the consolidated accounting treatment for joint venture                 |  |                                 |           |                                                                    |  
|Capital contribution through sale of interest in consolidated subsidiaries         |  |                                 |           |                                                                    |  
|Net proceeds received from issuance of preferred and common stock                  |  |                                 |           |                                                                    |  
|                                                                                   |  |                                 |            |                                                                    |  
|Net cash provided by financing activities                                          |  |                                 |           |                                                                    |  
|                                                                                   |  |                                 |            |                                                                    |  
|Effect of exchange rate changes on cash                                            |  |                                 | (3,497     | )                                                                  |  
|                                                                                   |  |                                 |            |                                                                    |  
|Net increase (decrease) in cash and cash equivalents                               |  |                                 | 10,338,207 |                                                                    |  
|Cash and cash equivalents at beginning of period                                   |  |                                 | 3,694,424  |                                                                    |  
|                                                                                   |  |                                 |            |                                                                    |  
|Cash and cash equivalents at end of period                                         |  | $                               | 14,032,631 |                                                                    | $
|                                                                                   |  |                                 |            |                                                                    |  
|Supplemental disclosure of cash flow information                                   |  |                                 |            |                                                                    |  
|Interest paid                                                                      |  | $                               |           |                                                                    | $
|                                                                                   |  |                                 |            |                                                                    |  

See accompanying notes.

6

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AVAX Technologies, Inc.(a development stage company)Notes to Consolidated Financial Statements(Unaudited)For the Nine Months ended September 30, 2001 and 2002

1.    Organization and Summary of Significant Accounting Policies

AVAX Technologies, Inc. (the Company) is a development stage biopharmaceutical company.

In
November 1995, the Company sold its leading product under development, an over-the-counter nutritional, dietary, medicinal and/or elixorative food
supplement or drug and all of the related patents and other intellectual property (the Product).

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

In
December 1996, the Company entered into a license agreement with Rutgers University (Rutgers) to develop, commercially manufacture and sell products embodying a series of
compounds for the treatment of cancer and infectious diseases (the Compounds).

In
February 1997, the Company entered into a license agreement with Texas A&M to develop, commercially manufacture and sell products embodying a series of compounds for the
treatment of cancer (the Texas A&M Compounds).

In
November 1999, the Company entered into a definitive joint venture agreement with Australia Vaccine Technologies ("AVT") (formerly Neptunus International Holdings Limited), a
pharmaceutical group in Australia, under the subsidiary name, AVAX Holdings Australia Pty Limited ("AVAX Holdings"). Under the joint venture agreement, AVAX Holdings, through its affiliated entities
AVAX Australia Pty Limited and AVAX Australia Manufacturing Pty Limited ("the Joint Venture Companies"), was organized for the purpose of manufacturing and marketing M-Vax, an
immunotherapy for the post-surgical treatment of Stage 3 and 4 melanoma, in Australia and New Zealand. In January 2002, the Joint Venture Companies repurchased 90% of AVT's interest
in the two joint venture companies resulting in AVAX owning a 95% interest in the net equity of both joint venture companies. In September 2002, the Company announced that it would be
discontinuing its operations in Australia. The Company was seeking but was unable to obtain a timely governmental reimbursement for the costs of treatment with the AC Vaccine in Australia, and
determined to discontinue operations in Australia in order to focus the cash resources of the Company on its U.S. and European operations. The Company expects to substantially complete its plan for
discontinuing operations in Australia in the fourth quarter of 2002, including the sale of property and equipment and vacating leased facilities. Severance costs of terminated employees, one of which
will continue until the end of October, were accrued and included in selling, general and administrative expenses for the three and nine month periods ended September 30, 2002.

In
August 2000, the Company completed its acquisition of GPH, S.A. ("Holdings") and Genopoietic S.A. ("Genopoietic") each a French societe anonyme based in Paris, France. Holdings
and Genopoietic were organized in 1993 to develop gene therapy applications and market gene therapy treatments for cancer. The Company currently performs contract manufacturing and research activities
at its facilities located in Lyon.

The
Company will need to raise capital within the next 9 months to fund operations and product development. However, there can be no assurance that the Company will be able to
raise sufficient capital to fund these activities. The inability to secure such funding could have a material adverse effect

7

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on the Company, including the possibility that the Company could have to cease operations or further curtail its activities significantly.

The
Company's business is subject to significant risks consistent with biotechnology companies that are developing novel products for human therapeutic use. These risks include, but are
not limited to, uncertainties associated with research and development of novel drug and biotechnology products, ensuring access to capital, regulatory approval from competent governmental authorities
in the markets of interest (in 2001, IND's for the Company's then leading product candidates were placed on clinical hold by the Food and Drug Administrationthese INDs were subsequently
inactivated by the Company), obtaining and enforcing patents, receiving and competing with other biotechnology and pharmaceutical companies. The Company plans to continue to finance its operations
with a combination of equity and debt financing and, in the longer term, revenues from product sales, if any. However, there can be no assurance that it will successfully develop any product or, if it
does, that the product will generate any or sufficient revenues.

Basis of Presentation

The financial information as of September 30, 2002 and for the three and nine month periods ended September 30, 2001 and 2002 contained herein is
unaudited. The Company believes this information has been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and
Article 10 of Regulation S-X. The Company also believes this information includes all adjustments (consisting only of normal recurring adjustments) necessary to present
fairly the financial position, results of operations and cash flows for the periods then ended. The results of operations for the three and nine month periods ended September 2001 and 2002 are
not necessarily indicative of the results of operations that may be expected for the entire year. Reclassifications have been made to prior financial statements to conform with the current year
reporting format.

The
accompanying financial statements and the related notes should be read in conjunction with the Company's audited financial statements for the years ended December 31, 2001 and
2000 included in the Company's annual report on Form 10-KSB.

Principles of Consolidation

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

In
1999, the Joint Venture Companies were included in the consolidated financial statements of the Company. Due to additional investment by AVT in the Joint Venture Companies in 2000,
whereby AVT acquired a 50% ownership interest, and AVT's substantial and active involvement in the operations of the Joint Venture Companies late in 2000, the Company no longer exercised control over
the Joint Venture Companies. As such, the Joint Venture Companies accounts are not included in the consolidated financial statements of the Company for the years ended December 31, 2001 and
2000. During January 2002, the Joint Venture Companies repurchased 90% of AVT's interest in each company in exchange for cash consideration of approximately $1,860,000 AUD (approximately
$970,000 US). This resulted in AVAX Holdings owning a 95% interest in the Joint Venture Companies as of the date of the transaction, giving AVAX Holdings control of the companies and requires that the
results of AVAX Holdings and its majority owned subsidiaries be consolidated into AVAX's consolidated results.

8

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Revenue

The Company's revenues are related to the provision of contract and other product services. Contract service revenue is recognized in installments based upon the
contractual agreement entered into with clients. Product revenues represents fees received by the Company related to tumor cell banking.

Comprehensive Income

Comprehensive income (loss) is comprised of the Company's net loss and changes in the foreign currency translation adjustment. Translation adjustments for the
three and nine months ended September 30, 2002 were $(38,522) and $214,751, respectively, compared with $54,837 and ($3,497) for the three and nine month period ended September 30, 2001,
respectively. As such, comprehensive income (loss) for the three and nine months ended September 30, 2002 was ($2,638,392) and ($6,498,427), respectively, compared with ($3,006,161) and
($8,850,552) for the three and nine months ended September 30, 2001, respectively.

2.    Recently Issued Accounting Pronouncements

In July 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets.
Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed
after June 30, 2001. Statement 141 also specifies the criteria intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill,
noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 requires that goodwill and intangible assets with indefinite useful lives no
longer be amortized, but instead that they be tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 also requires that intangible assets with
definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 121, Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The Company has adopted the provisions of Statement 142 effective January 1, 2002.

Statement
141 requires that the Company evaluate its existing intangible assets and goodwill that were acquired in a prior purchase business combination, and to make any necessary
reclassifications in order to conform with the new criteria in Statement 141 for recognition apart from goodwill. Statement 141 also requires the Company to reassess the useful lives and residual
values of all intangible assets acquired in purchase business combinations, and make any necessary amortization period adjustments in the quarter ended March 31, 2002. In addition, to the
extent an intangible asset is identified as having an indefinite useful life, the Company is required to test the intangible asset for impairment in accordance with the provisions of Statement 142
within this quarter. There has been no impairment identified in the intangible assets remaining at January 1, 2002.

In
connection with the transitional goodwill impairment evaluation, Statement 142 required the Company to perform an assessment of whether there is an indication that goodwill is
impaired as of the date of adoption. Any transitional impairment loss have been recognized as the cumulative effect of a change in accounting principle in the Company's consolidated statement of
operations.

In
October 2001, the FASB issued SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets,
which is effective for fiscal years beginning after December 15, 2001. This new standard supersedes SFAS No. 121,Accounting for the Impairment of
Long-Lived Assets and for the

9

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Long-Lived Assets to Be Disposed Of, providing one accounting model for the review of asset impairment. SFAS No. 144 retains much of the recognition and
measurement provisions of SFAS No. 121 but removes goodwill from its scope.

As
previously discussed, in September 2002, the Company announced that it would be discontinuing its operations in Australia and abandoning its leased facilities there. These
operations will be reported as discontinued once abandoned in accordance with SFAS No. 144 in the fourth quarter 2002. The loss from the Australian operations, consisting principally of
research and development expenses and selling, general and administrative expenses, for the three and nine month periods ended 2002 was $561,043 and $912,767, respectively. Revenues during these
respective periods were immaterial.

3.    Joint Venture Agreement

In November 1999, the Company's subsidiary AVAX Australia Holdings, Pty Limited entered into a joint venture agreement with AVT related to
commercialization and sale of the AC Vaccine Technology in Australia and New Zealand. Pursuant to the joint venture agreement, the Company created two operating companies, AVAX Australia Pty Limited
and AVAX Australia Manufacturing Pty Limited and AVT contributed $4 million Australia Dollars giving them a 20% equity interest in the joint venture.

During
2000, AVT, through a subsidiary, contributed an additional $6 million Australian Dollars, Joint Venture Agreement raising AVT's total ownership percentage in the joint
venture to 50%. Due to the ownership percentage maintained by AVT and their substantial and active involvement in the management and decision making processes of the joint venture, the Company
determined that it no longer maintained a controlling interest in the operations of the joint venture. Accordingly, the Company began to account for its investment in the joint venture using the
equity method of accounting in late 2000.

At
the time of the change from the consolidation method to the equity method, there existed a difference between the Company's cost of its 50% investment in the joint venture and the net
book
value of the underlying assets. This difference, which amounted to approximately $2.7 million, resulted from the Company's contribution of technology and related licensing rights, which had
little recorded value, and AVT's cash investments of $10 million Australian Dollars. The resulting deferred gain was being amortized to income over three years.

During
January 2002, Joint Venture Companies repurchased 90% of AVT's outstanding shares for cash consideration of approximately $1.8 million Australia Dollars. After
closing the transaction AVAX Holdings owns a 95% equity interest in the Joint Venture Companies.

AVAX
accounted for its investment in the Australian Joint Venture Companies using the equity method up through the date of the repurchase of AVT shares. At the date of that transaction,
the Company had recorded on its books Equity investment in joint venture of approximately $12,282. As a result of the transaction AVAX's 95% equity in the Joint Venture Companies had a book value of
approximately $1,101,400. Of this difference, $902,900, which represented the deferred gain as of December 31, 2001, was recognized as a cumulative effect of change in accounting. The remaining
difference of $186,295 was recognized as an extraordinary gain related to negative goodwill in the consolidated subsidiary.

10

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The
following pro-forma disclosures are made to reflect the Company's results of operations as if the Australian Joint Venture transaction and the application of SFAS
No. 142 occurred as of January 1, 2001.

|                                                                                       |  | Three Months Ended
September 30,
2001 |   | Three Months Ended
September 30,
2002 |   | Nine Months
Ended September 30,
2001 |   | Nine Months Ended
September 30,
2002 |  
|-------------------------------------------------------------------------------------- |  | ------------------------------------- | - | ------------------------------------- | - | ------------------------------------ | - | ------------------------------------ | -
|
|Total revenue                                                                          |  | 71,953                                |   | 246,966                               |   | 371,614                              |   | 552,877                              |  
|Loss before cumulative effect of change in accounting principle and extraordinary item |  | (3,273,687                            | ) | (2,599,940                            | ) | (10,134,995                          | ) | (7,787,595                           | )
|Net loss                                                                               |  | (3,273,687                            | ) | (2,599,940                            | ) | (9,045,800                           | ) | (7,787,595                           | )
|Net loss per common share                                                              |  | (.20                                  | ) | (.16                                  | ) | (.55                                 | ) | (.47                                 | )

4.    Commitments and Contingencies

On July 8, 2002, PAREXEL International Corp. ("PAREXEL") filed suit in United States District Court for the District of Massachusetts
against the Company alleging breach of contract and ancillary claims. The law suit alleges that the Company has failed to pay approximately $1.5 million to PAREXEL under an agreement (since
terminated) under which PAREXEL provided certain clinical trial management services to the Company for its previous M-Vax and O-Vax clinical trials. The Company believes the
claim for $1.5 million made by PAREXEL is without merit and is defending this lawsuit vigorously.

The
Company has been notified that it and its two French subsidiaries have been sued by L'Universite Pierre Et Marie Curie ("UPMC") in the Tribunal de Grande Instance de
Paris in France. UPMC is seeking (a) a determination that the Company is obligated to develop and maintain certain patents acquired by the Company in the 2000 Genopoietic transaction,
(2) the Company must pay certain royalties to UPMC under an agreement between UPMC and the Company's French subsidiary, and (3) the Company must pay for certain laboratory space at UPMC.
The Company believes it has satisfied all of its obligations to UPMC pursuant to the agreements entered into with UPMC and that the claims in this lawsuit are without merit and is defending this
lawsuit vigorously.

Should
the Company be unsuccessful in defending either of these lawsuits, the payment of all or a significant portion of the related claims could have a material adverse effect on the
Company's financial condition, results of operations and ability to continue operations.

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Statement Regarding Forward-Looking Statements

Statements in this Form 10-QSB that are not descriptions of historical facts are forward-looking statements. Forward-looking statements are
made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements involve
significant risks and uncertainties, and in light of the significant uncertainties inherent in such statements, the inclusion of such information should not be regarded as a representation by the
Company that the objectives and plans of the Company will be achieved. In fact, actual results could differ materially from those contemplated by such forward-looking statements. Many important
factors affect the Company's prospects, these factors might include:



Plan of Operation

Since its inception, the Company has concentrated its efforts and resources on the development and commercialization of biotechnology and pharmaceutical products
and technologies. The Company has been unprofitable since its founding and has incurred a cumulative net loss attributable to common stockholders of approximately $61,195,553 as of
September 30, 2002. The Company expects to continue to incur significant operating losses for the foreseeable future.

The
Company's ability to achieve profitability depends upon its ability to raise capital to continue its development programs or to enter into a joint venture or other strategic alliance
that provides cash resources necessary for product development. Even if the Company is able to raise the capital directly or indirectly to develop its products and technologies, its ability to achieve
profitability depends upon,

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among other things, its ability to develop products, obtain regulatory approval for its proposed products, and enter into agreements for product development, manufacturing and commercialization. None
of the Company's products generates revenue, and there can be no assurance that the Company will ever achieve significant revenues or profitable operations from the sale of M-Vax,
O-Vax, or any other products that it may develop.

The
Company is engaged in the development and commercialization of biotechnology and pharmaceutical products and technologies. In November 2002, the Company announced that it will
not begin enrollment into its planned Phase I/II clinical trials of M-Vax and O-Vax, the Company's AC Vaccine technology candidates for melanoma and ovarian cancers. The
Company's decision to delay the initiation of these trials, as well as staff and spending reductions discussed below, were taken to help preserve the cash resources of the Company. Even with the
reductions in staff and spending levels the Company intends to (i) continue exploring product development and potential corporate alliance relationships with other biotechnology or
pharmaceutical companies, (ii) provide limited funding of product development and research activities for the AC Vaccine technology through the technology's Principal Investigator
(iii) advance the pre-clinical development of the two small molecule compounds (the topoisomerase and anti-estrogen compounds) in anticipation of IND filings,
(iv) prepare the Lyon, France manufacturing facility for a regulatory compliance inspection in anticipation of producing the AC Vaccine pursuant to the distribution agreement with Groupo
Ferrer, and (v) maintain the Company's Philadelphia manufacturing facility to comply with GMP and FDA clinical processing requirements. These planned activities are intended to keep the Company
in a position to quickly reinitiate its planned Phase I/II clinical trials for M-Vax and O-Vax when the necessary funding or business alliances can be obtained to support those
trials. All staff retention and spending decisions are being made from the perspective of maintaining the Company's ability to move quickly with the clinical trials when funds are available for those
trials.

In
the past 18 months, the Company has redeveloped the AC Vaccine technology as a frozen product so that the product can better comply with all current regulatory requirements for
cell therapies. In addition, IND's have been submitted and accepted by the FDA to begin clinical testing of the AC Vaccine in melanoma and ovarian cancers. The Company currently has the ability to
process clinical samples at its manufacturing facility in Philadelphia, Pennsylvania for distribution and administration to patients under its recently accepted IND's. Potential investigator sites
have been identified and contacted in preparation for initiating trials. Due to the current limited financial resources of the Company and the cost anticipated to initiate and complete planned Phase
I/II clinical trials for the AC Vaccine technology, the Company does not have financial resources required to complete its planned clinical programs. As a result the Company has determined that it
will not proceed with its clinical programs until the appropriate level of funding has been secured and/or other business alliances are in place that would allow the Company to complete its clinical
programs.

Based
upon the decision to delay the initiation of clinical trials the Company has implemented cost and staff reduction programs to further reduce spending. The Company is eliminating
its research activities at its facility in Albany, New York. The Company has also reduced staff at its Philadelphia, Pennsylvania manufacturing facility and at its corporate headquarters in Overland
Park, Kansas. No reductions in staff have occurred at the Company's Lyon facility, which is presently generating sufficient revenues from contract manufacturing to pay the operating expenses of that
facility. The Company has entered into or extended existing contract manufacturing arrangements for the Lyon facility because the revenues from those contracts allow the Company to maintain that
facility and the personnel at Lyon necessary to support certain development activities relating to the AC Vaccine technology.

The
staff reductions at the Philadelphia facility were the result of the decision not to enroll the AC Vaccine clinical trials. The Company, however, is maintaining four employees at the
Philadelphia facility so that the facility will be available to begin processing tumors quickly upon the launch of any of the Company's planned clinical trials. The Philadelphia facility has undergone
significant validation

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and process preparation testing in the last 12 months in anticipation of the planned clinical trials, and the results of those efforts would be partially lost if the facility were closed by
the Company at this time. The validation and testing was completed in conjunction with the development of the frozen vaccine with the AC Vaccine technology.

After
the current staff reductions, the employment at the Company is five persons at its corporate headquarters, four persons at the Philadelphia facility, and 13 persons at the Lyon,
France facility.

In
September 2002, the Company announced that it would be discontinuing its operations in Australia. The Company was seeking but was unable to obtain a timely governmental
reimbursement for the costs of treatment with the AC Vaccine in Australia, and decided to discontinue operations in Australia in order to focus the cash resources of the Company on its U.S. and
European operations. The Company expects to substantially complete its plan for discontinuing operations in Australia in the fourth quarter of 2002, including the sale of property and equipment and
vacating leased facilities. Severance costs of terminated employees, one of which will continue until the end of October, were accrued and included in selling, general and administrative expenses for
the three and nine month periods ended September 30, 2002.

The
Company has engaged an investment banking firm to assist the Company in evaluating potential merger, acquisition and related strategies for the Company.

The
Company is aggressively pursuing partnering opportunities for all of its technologies. There can be no assurance that the Company will be able to obtain the additional financing or
consummate a partnering transaction on commercially reasonable terms necessary to continue to develop current products and technologies. In addition, there can be no assurance that changes in the
Company's research and development plans, or other changes which would or could alter the Company's operating expenses, will not require the Company to continue to reallocate funds among its planned
activities and to curtail further certain planned expenditures. There can be no assurance as to the availability or the terms of any required additional financing, when and if needed. In the event
that the Company fails to raise any funds it requires, it may be necessary for the Company to further curtail significantly its activities or cease operations.

During
the three and nine month periods ended September 30, 2002, the Company realized contract and product revenue of $246,966 and $552,877 versus $71,953 and $365,329, in the
prior year. The contract and product revenue relate primarily to manufacturing and research activities occurring at Genopoeitic. The increased revenue related primarily to the completion of a contract
manufacturing agreement in the prior year and the initiation of agreements in the current year providing for more expanded services.

The
Company's manufacturing, research and development expenses in the United States and France decreased 16% from $6,312,324 in the nine months ended September 30, 2001 to
$5,284,621 in the nine months ended September 30, 2002. This decrease is partially offset by the Australia costs that are now being consolidated in 2002. Expenses for the periods are broken out
by region as follows:

|              |                                      | Three Months Ended
September 30, |           | Nine Months Ended
September 30,
|------------- | ------------------------------------ | -------------------------------- | --------- | -------------------------------
|
|United States |                                      | $                                | 1,736,018 |                                
|France        |                                      |                                  | 516,326   |                                
|              |                                      |                                  |           |                                
|              | Costs before Australia consolidation |                                  |           | 2,252,344                      
|Australia     |                                      |                                  |          |                                
|              |                                      |                                  |           |                                
|              |                                      | $                                | 2,252,344 |                                
|              |                                      |                                  |           |                                

14

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In
the United States, expenses in the 2001 period included costs associated with the ongoing clinical trials that did not recur in 2002. Additional cost savings were also generated in
the current year related to decreased salaries and patent costs. These cost decreases were partially offset by increased costs associated with product development activities, regulatory costs and
manufacturing process validation costs. In France, quarterly and year to date costs decreased as the result of focusing the operations and
the cancellation of research activities and obligations under research funding agreements. Prior year third quarter costs in France included costs related to supporting the patent portfolio for
certain technologies which did not recur as a result of a decision to cease development of these technologies. Australia costs relate to fixed costs associated with headcount and facilities being
maintained to manufacture the vaccine in the region. Current quarter costs include the effects of severance payments to the head of manufacturing during the period in conjunction with our plan to
discontinue operations in the region.

The
Company's selling, general and administrative expenses in the United States and France decreased 31% from $3,140,011 in the nine months ended September 30, 2001 to $2,179,588
in the nine months ended September 30, 2002. This decrease is partially offset by the Australia costs that are now being consolidated in 2002. Expenses for the periods are broken out by region
as follows:

|              |                                      | Three Months Ended
September 30, |         | Nine Months Ended
September 30,
|------------- | ------------------------------------ | -------------------------------- | ------- | -------------------------------
|
|United States |                                      | $                                | 698,338 |                                
|France        |                                      |                                  | 160,793 |                                
|              |                                      |                                  |         |                                
|              | Costs before Australia consolidation |                                  |         | 859,131                        
|Australia     |                                      |                                  |        |                                
|              |                                      |                                  |         |                                
|              |                                      | $                                | 859,131 |                                
|              |                                      |                                  |         |                                

In
the United States, the first quarter of 2001 included a severance payment to the former CEO of the Company. In the current year, the Company has decreased administrative salaries and
decreased outside professional fees associated with marketing, business development and legal activities. In France, selling, general and administrative expenses increased for the nine month period as
a result of severance payments to marketing personnel based upon the elimination of certain activities in the region. Costs for the quarter decreased as a result of the closing of the Paris office and
a focusing of the operational activities. In Australia, selling, general and administrative costs relate to the management and marketing infrastructure to support the Company's activities in the
regions. Costs for the three and nine month period includes the effects of severance payments to the general manager, office manager and marketing personnel in conjunction with our plan to discontinue
operations in the region.

Liquidity and Capital Resources

The Company presently anticipates, based upon its decision to restrict clinical development activities in the United States and its plan to discontinue operations
in Australia, that its current resources should be sufficient to fund operations through the second quarter of 2003 based upon the Company's current operating plan. That current operating plan
includes anticipated expenses relating to (1) business development and finance initiatives directed towards finding a strategic alliance, partner or financing sources, (2) continuing
development of the topoisomerase compound and anti-estrogen technology, (3) continuing contract manufacturing activities at the Company's Lyon, France facility, (4) preparing
this facility for inspection by the French authorities to receive GMP certification and beginning production of vaccines for commercial sale in Europe in conjunction with the Groupo Ferrer
distribution agreement, and (5) maintaining the Philadelphia manufacturing facility in preparation for

15

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the production of clinical samples in the event clinical trials are commenced for the AC Vaccine technology. To the extent the Company does not achieve one or more of its operating plan objectives in
2002 and the Company decides to curtail further its activities the anticipated cash needs of the Company are expected to decline. AVAX will need to raise more money during 2002 or in the first quarter
of 2003 to continue research and product development through the end of 2003 and into 2004.

Because
the Company's working capital requirements depend upon numerous factors, including, without limitation, progress of the Company's research and development programs,
pre-clinical and clinical testing, timing and cost of obtaining regulatory approvals, changes in levels of resources that the Company devotes to the development of manufacturing and
marketing capabilities, competitive and technological advances, status of competitors, and the ability of the Company to establish collaborative arrangements with other organizations, there can be no
assurance that the current cash resources of the Company will be sufficient to fund its operations through the first quarter of 2003. Because the Company has no committed external sources of capital,
and expects no significant product revenues for the foreseeable future, it will require additional financing to fund future operations. There can be no assurance, however, that the Company will be
able to obtain the additional funds it will require on acceptable terms, if at all. If adequate funds are not available the Company may be required to delay, reduce the scope of, or eliminate, one or
more of its research or development programs; to obtain funds through arrangements with collaborative partners or others that may require the Company to relinquish rights to certain technologies,
product candidates or products that the Company would
otherwise seek to develop or commercialize itself; or to license the rights to such products on terms that are less favorable to the Company that might otherwise be available; or cease operations.

Trading in the Company's Common Stock

Currently the Company's common stock is listed and traded on the Nasdaq SmallCap Market. As a requirement for continued listing on Nasdaq Small Cap Market, the
Company is required to maintain certain continuing listing criteria, which include a requirement that the minimum bid price for the Company's common stock not fall below $1.00 for 30 consecutive
trading days. The Company has been notified by Nasdaq that it has failed to meet this requirement. Based upon guidance provided by Nasdaq, the company has been informed that it has until
February 9, 2003 to regain compliance with the Nasdaq minimum bid listing requirements. If the Company has not regained compliance by February 9, 2003, the Companies common stock may be
desisted from trading on Nasdaq.

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Item 3.    Controls and Procedures

(a)  Our
chief executive officer and chief financial officer have reviewed and evaluated the Company's disclosure controls and procedures within 90 days of the filing
date of this Quarterly Report. Based on such review and evaluation, the officers believe that the disclosure controls and procedures are designed effectively to ensure that the information required to
be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended, (1) is recorded, processed, summarized and reported within the time
period specified in the SEC's rules and forms and that the information required to be discussed by the Company in the reports that it files and submits under the Securities Exchange Act of 1934, as
amended and (2) is documented and communicated to the Company's management, including the officers, as appropriate to allow timely decisions regarding required disclosure.

(b)  Changes
in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls
subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

17

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PART IIOTHER INFORMATION

Item 1.    Legal Proceedings:

(a)  On
July 8, 2002, PAREXEL International Corp. ("PAREXEL") filed suit in United States District Court for the District of Massachusetts against the
Company alleging breach of contract and ancillary claims. The law suit alleges that the Company has failed to pay approximately $1.5 million to PAREXEL under an agreement (since terminated)
under which PAREXEL provided certain clinical trial management services to the Company for its previous M-Vax and O-Vax clinical trials. The Company believes the claim for
$1.5 million made by PAREXL is without merit and is defending this lawsuit vigorously.

(b)  The
Company has been notified that it and its two French subsidiaries have been sued by L'Universite Pierre Et Marie Curie ("UPMC") in the Tribunal de
Grande Instance de Paris in France. UPMC is seeking (a) a determination that the Company is obligated to develop and maintain certain patents acquired by the Company in the 2000 Genopoietic
transaction, (2) the Company must pay certain royalties to UPMC under an agreement between UPMC and the Company's French subsidiary, and (3) the Company must pay for certain laboratory
space at UPMC. The Company believes it has satisfied all of its obligations to UPMC pursuant to the agreements entered into with UPMC and that the claims in this lawsuit are without merit and is
defending this lawsuit vigorously.

Item 6.    Exhibits and Reports on Form 8-K.

(a)    Exhibits:



(b)    Reports on Form 8-K:

None.

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SIGNATURES

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

|                        |  | AVAX TECHNOLOGIES, INC.
|----------------------- |  | -----------------------
|                        |  |                        
|Date: November 14, 2002 |  | By:                    
|Date: November 14, 2002 |  | By:                    

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CERTIFICATIONS

I, David L. Tousley, certify that:

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

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

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

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



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



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

|Date: November 14, 2002                                     |  | 
|----------------------------------------------------------- |  | 
|/s/DAVID L. TOUSLEYDavid L. Tousley Chief Operating Officer |  | 

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CERTIFICATIONS

I, David L. Tousley, certify that:

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

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

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

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



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



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

|Date: November 14, 2002                                     |  | 
|----------------------------------------------------------- |  | 
|/s/DAVID L. TOUSLEYDavid L. Tousley Chief Financial Officer |  | 

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