SecProbe.io

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<TYPE>LETTER
<SEQUENCE>1
<FILENAME>avxt-0l.txt
<DESCRIPTION>ACCTG CMNTS DATED 09/28/04 - ITEM 4 8-K FILED 09/28/04 - YOUNG
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Via Facsimile and U.S. Mail
Mail Stop 03-09

September 28, 2004

Mr. Richard P. Rainey
President
Avax Technologies, Inc.
2000 Hamilton Street, Suite 204
Philadelphia, PA 19130

Re:	Avax Technologies, Inc.
Form 8-K filed September 28, 2004
File No. 000-29222

Dear Mr. Rainey:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your explanation
as to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other aspect
of our review.  Feel free to call us at the telephone numbers listed
at the end of this letter.

1. We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

2. We noted that the former accountant will resign upon completion of
its review of your September 30, 2004 financial statements.  As such,
when the former accountant ultimately resigns, please revise your
filing to:

a. State the specific date that the former accountant ultimately
resigned, as required by Item 304(a)(1)(i) of Regulation S-B.

b. Update the disclosures required by Item 304(a)(1)(iv) through that
date.

c. File a letter from the former accountant addressing the revised
disclosures.

d. Specifically state whether the resignation of the former
accountant was recommended or approved by the audit or similar
committee of the board of directors or the board of directors, if you
have no such committee, as required by Item 304(a)(1)(iii).

Please file your supplemental response and amendment via EDGAR in
response to these comments within 5 business days of the date when
the former accountant ultimately resigns.  Please note that if you
require longer than 5 business days to respond, you should contact
the staff immediately to request additional time.  Direct any
questions regarding the above to me at (202) 942-2902.

							Sincerely,

							Oscar M. Young, Jr.
							Staff Accountant
Mr. Richard P. Rainey
Avax Technologies, Inc.
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