UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-KSB/A
(MARK
ONE)
x
ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
FOR
THE FISCAL YEAR ENDED - OCTOBER 31, 2006
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 000-28489
ADVAXIS,
INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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84-1521955
(I.R.S.
Employer Identification No.)
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Technology
Centre of New Jersey
675
US Highway One, Suite B113
North
Brunswick, New Jersey
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08902
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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(732)
545-1590
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Securities
registered pursuant to Section 12(b) of the Act:
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Common
Stock - $.001 par value
The
Common Stock is listed on the Over-The-Counter Bulletin Board
(OTC:BB)
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Securities
registered pursuant to Section 12(g) of the Act:
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[None]
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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 Registrant was required
to
file such reports) and (2) has been subject to such filing requirements for
at
least the past 90 days. Yes
x No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB. o
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Act). Yes o No x
The
aggregate market value of the voting common equity held by non-affiliates of
the
registrant as of December 31, 2006 was approximately $4,587,000 based upon
the
closing bid price of the registrant’s Common Stock on the Over the Counter
Bulletin Board, at December 29, 2006. (For purposes of determining this amount,
only directors, executive officers, and 10% or greater stockholders and their
respective affiliates have been deemed affiliates).
Registrant
had 41,147,363 shares of Common Stock, par value $0.001 per share, issued and
outstanding as of December 31, 2006.
DOCUMENTS
INCORPORATED BY REFERENCE
The
Exhibits to this Annual Report have been incorporated by reference from other
filings by the Company with the Securities and Exchange Commission.
EXPLANATORY
NOTE
This
Amendment is being filed to simply correct the certifications, which had
language inadvertently cut off when filed. No other information was
updated.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report
has been
duly caused this Annual Report to be signed on its behalf by the undersigned,
thereunto duly authorized, in North Brunswick, Middlesex County, State
of New
Jersey, on the 6th day of March, 2007.
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ADVAXIS,
INC.
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| By: | /s/ Thomas Moore | |
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Thomas
Moore, Chief
Executive Officer and Chairman of the Board
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POWER
OF ATTORNEY
If
not
filed herewith, filed as an exhibit to the document referred to by letters
as
follows:
KNOW
ALL
PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Thomas
Moore as his true and lawful attorney-in-fact and agent, with full power
of substitution for him in any and all capacities (1), to sign any and all
amendments to this report on Form 10-KSB/A and (2) to file the same with
the
Securities and Exchange Commission pursuant to Rule 462(b) under the Securities
Exchange Act of 1934, and to file the same, with all exhibits thereto, and
other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent all power and authority to
do and
to perform each and every act and thing requisite and necessary to be done
in
connection therewith, as fully to all intents and purposes as he might or
could
do in person, hereby ratifying and affirming all that said attorney-in-fact
and
agent, or his substitutes may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed by the following persons on behalf of the registrant
and
in the capacities and on the dates indicated:
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SIGNATURE
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TITLE
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DATE
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/s/
Thomas Moore
Thomas
Moore
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Chief
Executive Officer and Chairman of the Board
(Principal
Executive Officer)
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March
6, 2007
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/s/ Fredrick
Cobb
Fredrick
Cobb
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Vice
President, Finance
(Principal
Financial and Accounting Officer)
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March
6, 2007
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/s/ Roni
Appel
Roni
Appel
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Director
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March
6, 2007
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/s/
Thomas McKearn
Thomas
McKearn
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Director
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March
6, 2007
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/s/
James Patton
James
Patton
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Director
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March
6, 2007
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/s/
Richard Berman
Richard
Berman
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Director
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March
6, 2007
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/s/
Martin Wade
Martin
Wade
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Director
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March
6, 2007
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84
Exhibit
31.1
CERTIFICATION OF
PRINCIPAL EXECUTIVE OFFICER
PURSUANT
TO 18.U.S.C. 7350
(SECTION
302 OF THE SARBANES OXLEY ACT OF 2002)
I,
Thomas
Moore, certify that:
1.
I have reviewed this report on Form 10-KSB/A for the year ended October 31,
2006
of Advaxis, Inc.;
2.
Based on my knowledge, this 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 report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer
as
of, and for, the periods presented in this report;
4.
The small business issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer
and
have:
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(a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
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(b)
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Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
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(c)
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Disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
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5.
The small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee of
the small business issuer’s board of directors (or persons performing the
equivalent functions):
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information; and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial reporting.
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March
6, 2007
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/s/ Thomas
Moore
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Name:
Thomas Moore
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Title:
Chief Executive Officer
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Exhibit
31.2
CERTIFICATION OF
PRINCIPAL FINANCIAL
OFFICER
PURSUANT
TO 18.U.S.C. 7350
(SECTION
302 OF THE SARBANES OXLEY ACT OF
2002)
I,
Fred
Cobb, certify that:
1.
I have reviewed this report on Form 10-KSB/A for the year ended October 31,
2006
of Advaxis, Inc.;
2.
Based on my knowledge, this 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 report;
3.
Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the small business issuer
as
of, and for, the periods presented in this report;
4.
The small business issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the small business issuer
and
have:
|
|
(a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
|
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(b)
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Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation;
and
|
|
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(c)
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Disclosed
in this report any change in the small business issuer’s internal control
over financial reporting that occurred during the small business
issuer’s
most recent fiscal quarter (the small business issuer’s fourth fiscal
quarter in the case of an annual report) that has materially affected,
or
is reasonably likely to materially affect, the small business issuer’s
internal control over financial reporting;
and
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5.
The small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the small business issuer’s auditors and the audit committee of
the small business issuer’s board of directors (or persons performing the
equivalent functions):
|
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(a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information; and
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(b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial
reporting.
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March
6, 2007
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/s
/ Fred Cobb
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Name:
Fred Cobb
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Title:
Vice President Finance, Principal Financial Officer
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Exhibit
32.1
CERTIFICATION-PURSUANT
TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
The
undersigned as Chief Executive Officer of the Company, does hereby certify
that
the foregoing Annual Report of Advaxis, Inc. (the “Company”), on Form 10-KSB/A
for the year ended October 31, 2006 (the “Report”):
(1) Fully
complies with the requirements of section 13 or 15 (d) of the Securities
Exchange Act of 1934; and
(2) Fairly
presents, in all material respects, the financial condition and result of
operations of the Company.
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February
28, 2007
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/s/ Thomas
Moore
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Thomas
Moore
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Chief
Executive Officer
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A
signed
original of this written statement required by Section 906 has been provided
to
the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.
Exhibit
32.2
CERTIFICATION-PURSUANT
TO SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
The
undersigned as the Vice President Finance, Principal Financial Officer of the
Company, does hereby certify that the foregoing Annual Report of Advaxis, Inc.
(the “Company”), on Form 10-KSB/A for the year ended October 31,
2006
(the “Report”):
(1) Fully
complies with the requirements of section 13 or 15 (d) of the Securities
Exchange Act of 1934; and
(2) Fairly
presents, in all material respects, the financial condition and result of
operations of the Company.
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February
28, 2007
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/s/ Fred
Cobb
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Fred
Cobb
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Vice
President Finance, Principal Financial Officer
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A
signed
original of this written statement required by Section 906 has been provided
to
the Company and will be retained by the Company and furnished to the Securities
and Exchange Commission or its staff upon request.