UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the quarterly period ended ~~January~~October 31, 2009

Commission File Number

0-33473

VIRIDAX CORPORATION.

(Name of Small Business Issuer in its charter)

FLORIDA	65-1138291
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
Incorporation or organization)
270 NW 3rd Court	33432-3720
Boca Raton, Florida	(Zip Code)
(Address of principal executive offices)

270 NW 3rd Court	33432-3720
Boca Raton, Florida	(Zip Code)
(Address of principal executive offices)

Issuer’s Telephone: (561) 368-1427

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x¨ No ¨x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨Yes ¨ No

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Smaller reporting company x

Indicate by checkmark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

APPLICABLE ONLY TO CORPORATE ISSUERS

As of the ~~January~~date ~~31,~~of ~~2009,~~this filing there are 24,349,090 shares

of common stock outstanding.

PART I FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

Unaudited financial statements for Viridax Corporation as of the fiscal quarter ended ~~January~~October 31, 2009 are submitted in compliance with Article 8-03 of Regulation S-X.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

OVERVIEW

Viridax Corporation (Viridax) is a biopharmaceutical discovery and development company formed to expedite the commercialization of new technologies and products for the treatment of bacterial infectious diseases, especially antibiotic-resistant infections. The bacteriophage-based technologies under development by Viridax specifically target bacterial pathogens that incite resistant infections in substantial human populations.

In particular, the Company is developing specific bacteriophage products for the treatment of bacterial infections incited by Staphylococcus aureus and other Staphylococcal species encountered in the community setting and as nosocomial (hospital-acquired) agents. Many strains of Staphylococcus aureus and other Staphylococcal species are now resistant to most commercially-available antibiotics. The health threat and economic consequences of common Staph infections are now catastrophic areas of both the developing and the developed world.

Because Viridax is a developmental company, it has no products or services currently available to the public for commercial purposes.

The Company has no operating revenue. It is wholly dependent at this time upon the receipt of capital investment to fund its continuing activities. At this time, the only sources of this capital investment comes from the sale of its Class A Preferred Stock.

~~The~~Viridax ~~Company~~currently has ~~its~~two employees, Richard C. Honour, President asand ~~its~~Richard ~~present~~E. ~~sole~~Herman, Vice ~~full-time~~President, ~~salaried~~Research ~~employee~~and Development. ~~While~~No compensation has been paid during the ~~Company~~period ~~does~~ended ~~anticipate~~October ~~hiring~~31, ~~additional~~2009. ~~employees,~~As noof ~~decisions~~October ~~have~~31, ~~been~~2009, accrued compensation ~~made~~to byRichard ~~the~~C. ~~Board~~Honour ofwas ~~Directors~~$131,356 atand ~~this~~will ~~time~~be paid as cash flow requirements permit.

(1)

Liquidity

The Company is wholly dependent upon the sales of an offering of 3,000,000 shares of Class A Preferred Stock at a net price to Viridax of $3.50 per share, which such offering is being conducted primarily in Germany, Austria, Switzerland, and other European countries. ~~Sales of these shares over the last quarterly period (November, December and January) have resulted in net proceeds to Viridax of $14,000.~~ In view of the current global financial crisis there is no reasonable expectation that sales of preferred shares in the near future will be sufficient to sustain ~~the~~ the corporation as a going concern. Although the Company has sales representatives in Europe conducting sales activities, it has no means to measure or project the results of these sales efforts.

(2)

Capital Resources

The Company has a ~~financial~~Cooperative ~~commitment~~Research ~~for~~and aDevelopment ~~Research~~ Agreement with ~~Olive-View-UCLA~~the ~~(University~~Agricultural ~~of California at Los Angeles) Education and~~ Research ~~Institute~~Service (~~ERI~~ARS) ~~scheduled~~ toof ~~terminate~~the ~~July~~United 9,States ~~2009. The~~Department ~~Agreement (see Exhibit 10) calls for total payments~~ of ~~$220~~ Agriculture,~~000,~~ of which ~~the~~has ~~Company~~a ~~paid~~period ~~the initial installment~~ of ~~$55~~March 1,~~000. Because~~ of2009 ~~the~~through ~~lack~~January ~~of adequate funds~~10, ~~the~~ ~~Company has made no further payments and has notified ERI that it expects ERI to perform no further services and that it has considered the Agreement as suspended indefinitely~~2011.

The overall objective of this Agreement is to join the resources and expertise of ARS and Viridax Corporation to evaluate and commercialize previously ARS-developed novel, multi-domain, antimicrobials that will target Staphylococus aureaus. The objective is to target S.aureus for treating bovine mastitis and human respiratory infections.

This Agreement calls for a payment amount of $150,000, payable in three installments of $50,000 each. The Company is now delinquent in meeting these payment obligations and presently does not have sufficient cash on hand to continue this Agreement on operative terms. It plans on continuing the relationship with ARS as additional funds become available.

The Company has no immediate plans for further development of its products until additional funding requirements are obtained. In addition to continuing its sales of preferred shares, the Company is making various applications to obtain grants and similar sources of funding.

(3)

Results of Operations

Not applicable.

(4)

Off-balance sheet arrangements

Not applicable.

(5)

Tabular disclosure of contractual obligations

Not ~~applicable~~required.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:

Our ability to obtain capital;

Our ability to fully implement our business plan;

General economic and business conditions, both nationally and in our markets;

Our expectations and estimates concerning future financial performance, financing plans and the impact of competition;

Anticipated trends in our business;

Other risk factors set forth under “Other Risk Factors” in this report.

In addition, in this report, we use words or phrases such as “high value”, “plans,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements.

We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company receives U.S. dollars in exchange for the sale of its Class A Preferred Stock in Europe. This price ($3.50 net proceeds to the Company) is constant.

There is no market price for the Viridax stock. None of the Company stock is publicly traded. Consequently the Company has no interest rate risk, foreign currency exchange rate risk, equity price risk, or otherwise.

ITEM 4

CONTROLS AND PROCEDURES

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) that are designed to ensure that information required to be disclosed in the company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of management, including the Chief Executive Officer, as the primary Executive Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(c) and 15d-15(e) ) under the Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act.

During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) under the Exchange Act that materially affected or is reasonably likely to materially affect, our internal control over financial reporting. Our principal executive and financial officers concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by our Company in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

This quarterly report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II

ITEM 1.

LEGAL PROCEEDINGS

Not applicable

ITEM 1A.

RISK FACTORS

Not applicable

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 31, 2006, the Board of Directors of Viridax Corporation approved the efforts of the Company in filing with the German Federal Financial Supervisory Authority (BaFin) a sales prospectus providing for the sale of up to the authorized limit of 3,000,000 shares of its Class A Preferred Stock, par value $ 1.00 per share, pursuant to the rules and requirements of Regulation S as promulgated by the United States Securities and Exchange Commission. Pursuant to the terms of that prospectus, East Slope Funding Corp., a Colorado corporation, has been designated as the Escrow Agent to receive the gross proceeds as paid by a given subscriber wherein the net sum of US $3.50 per share is retained by the Company and deliver a copy of the purchaser's subscription agreement. ~~Under~~As of the date of this filing, under this arrangement, and within exemptions from the requirements of the prospectus, ~~331~~ 358,~~929~~529 shares have been sold for net cash proceeds to the Company totaling $1,~~161~~254,~~754~~ 852, net of a conversion of ~~2,500~~2500 preferred shares to common ~~shares~~ totaling $~~8,750 through the quarterly date of this filing~~8750. Final approval of the prospectus by the BaFin was obtained September 4, 2006. This approval was renewed by the BaFin on March 4, 2009.

In December 2008, the Agency Agreement referred to above was transferred to East Slope Funding Corporation of Florida, a Florida corporation, the sole shareholder and president of which are minority stockholders of the Company. The president of this company is also a director of the Company.

The Company claimed an exemption from registration under Regulation S based upon the following facts: (1) the offer and sale of the shares to each individual purchaser was an offshore transaction because each purchaser was a resident of Germany at the time of the transaction and located within that country, (2) there were no directed selling efforts and no activities were undertaken to condition the market. The Company comes within the Category 2 safe harbor as set forth in Rule 903(c)(2) because the sale of the preferred stock complies with the general conditions of Rule 903(a) and (b) and the stock certificates bear restrictive legends that meet the Regulation S selling restrictions in terms of transactional restrictions and offering restrictions.

The Class A Preferred Stock is non-cumulative and non-voting. Each share of Preferred Stock is convertible to Common Stock as follows: (1) if the owner wishes to exchange the certificate within one year from the date of purchase, that owner shall receive four shares of Common Stock for each one share of Preferred Stock, (2) if the owner wishes to exchange the certificate after owning it for a period longer than one year but less than two years, the owner shall receive 4.4 shares of Common Stock for each one share of Preferred Stock, (3) if the owner wishes to exchange the certificate after owning it for a period longer than two years but less than three years, the owner shall receive 4.6 shares of Common Stock for each one share of Preferred Stock, and (4) if the owner wishes to exchange the certificate after owning it for three years, that owner shall receive five shares of Common Stock for each one share of Preferred Stock. Once an owner has owned the Preferred Stock for three years, the option to convert to Common Stock must be exercised within 30 days thereafter or the conversion option shall lapse.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

Not applicable

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable

ITEM 5.

OTHER INFORMATION

Not applicable

ITEM 6.

EXHIBITS

Exhibit Number	Page Number	Description
3(i)(a)		*Articles of Incorporation of Media Advisory Group, Inc.
3(i)(b)		*Certification of Reinstatement
3(i)(c)		*Articles of Amendment changing name to I & E Tropicals, Inc.
3(i)(d)		**Articles of Amendment changing name to Viridax Corporation
3(ii)		*Bylaws of Viridax Corporation
10		**Asset Purchase Agreement
10		***Research Agreement
10		****Research Agreement
14		**Code of Ethics
31.1	E-1	Certification by President
31.2	E-3	Certification by Chief Financial Officer
32.1	E-5	Certification, 18 U.S.C.
32.2	E-6	Certification, 18 U.S.C.

*Incorporated by reference to Form 10-SB/12G, filed 1/7/02.

**Incorporated by reference to Form 10-KSB, filed on 6/27/05.

***Incorporated by reference to Form 10-KSB, filed on 8/13/07.

****Incorporated by reference to Form 10-K, filed on 6/21/10.

SIGNATURES

In accordance with the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: March 13, 2009	By:	/s/ Richard C. Honour
Dated: July 13, 2010	By:	/s/ Richard C. Honour
		Name: Richard C. Honour
		Title: President

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Richard C. Honour President and Director Richard C. Honour /s/ Ledyard H. DeWees Secretary Ledyard H. DeWees /s/ Michael C. Maloney Director Michael C. Maloney /s/ ~~Javaid Sheikh Director Javaid Sheikh /s/~~ Kenneth E. Lehman Chief Financial Officer Kenneth E. Lehman Director

VIRIDAX CORPORATION

(A Development Stage Company)

BALANCE ~~SHEET~~SHEETS

JANUARY 31, 2009

	October 31			April 30,
	2009			2009
	(Unaudited)

ASSETS

CURRENT ASSETS
Cash	$	3,715		$	859
Notes receivable and accrued interest - related parties, net of allowance for doubtful accounts of $15,826		3,797			3,729
Prepaid expenses		-			25,342

Total Current Assets		7,512			29,930

COMPUTER AND LABORATORY EQUIPMENT - NET		23,968			27,985

OTHER ASSET
Bacteriophage material		1,795,000			1,795,000

TOTAL ASSETS	$	1,826,480		$	1,852,915

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Note payable - bank	$	31,000		$	49,000
Accounts payable and accrued expenses		202,922			198,629
Note payable and accrued interest - related parties		14,349			8,033

Total Current Liabilities		248,271			255,662

STOCKHOLDERS' EQUITY
Class A non-cumulative, convertible preferred stock, $1 par value, 3,000,000 shares authorized, 347,429 and 334,929 shares issued and outstanding, respectively		347,429			334,929
Common stock, $.001 par value, 50,000,000 shares authorized, 24,349,090 shares issued and outstanding		24,349			24,349
Additional paid-in capital		3,520,567			3,489,317
Deficit accumulated during the development stage		(2,314,136	)		(2,251,342	)

Total Stockholders' Equity		1,578,209			1,597,253

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	1,826,480		$	1,852,915

(Unaudited)

	January 31,			April 30,
	2009			2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	1,129		$	41,429
Notes receivable and accrued interest - related parties		19,304			28,999
Prepaid expenses		-			54,171
Total Current Assets		20,433			124,599
COMPUTER AND LABORATORY EQUIPMENT - NET		30,468			31,212
OTHER ASSET
Bacteriophage material		1,830,000			1,830,000
TOTAL ASSETS	$	1,880,901		$	1,985,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	267,374		$	106,336
STOCKHOLDERS’ EQUITY
Class A non-cumulative, convertible preferred stock, $1 par value, 3,000,000 shares authorized, 331,929 and 288,929 shares issued and outstanding, respectively		331,929			288,929
Common stock, $.001 par value, 50,000,000 shares authorized, 24,349,090 shares issued and outstanding		24,349			24,349
Additional paid-in capital		3,476,417			3,368,917
Deficit accumulated during the development stage		(2,219,168	)		(1,802,720	)
Total Stockholders’ Equity		1,613,527			1,879,475
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,880,901		$	1,985,811

Read accompanying Notes to Financial Statements.

F-1

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

													Period From
													July 1, 1998
	Three Months						~~Nine~~Six Months						(Inception)
	Ended January 31,						Ended January 31,						To January 31,
	Ended October 31,						Ended October 31,						To October 31,
	2009			2008			2009			2008			2009
REVENUES	$	-		$	-		$	-		$	-		$	735
REVENUE	$	-		$	-		$	-		$	-		$	735
EXPENSES
General and administrative		~~125~~38,~~157~~621			~~162~~132,~~897~~795			~~416~~62,~~448~~794			~~479~~291,~~029~~291			2,~~049~~109,~~903~~871
Impairment of bacteriophage material		-			-			-			-			~~170~~205,000
Total Expenses		~~125~~38,~~157~~621			~~162~~132,~~897~~795			~~416~~62,~~448~~794			~~479~~291,~~029~~291			2,~~219~~314,~~903~~871
NET (LOSS)	$	(~~125~~38,~~157~~621	)	$	(~~162~~132,~~897~~795	)	$	(~~416~~62,~~448~~794	)	$	(~~479~~291,~~029~~291	)	$	(2,~~219~~314,~~168~~136	)
(LOSS) PER SHARE - BASIC AND DILUTED	$	(.01	)	$	(.01	)	$	(.02	)	$	(.02	)	$	(.15	)
(LOSS) PER SHARE	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.01	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		24,349,090			24,346,890			24,349,090			24,342,809			15,145,781
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING		24,349,090			24,349,090			24,349,090			24,349,090

Read accompanying Notes to Financial Statements.

F-2

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Period From
	Nine			Nine			July 1,1998
	Six			Six			July 1,1998
	Months Ended			Months Ended			(Inception)
	January 31,			January 31,			to January 31,
	October 31,			October 31,			to October 31,
	2009			2008			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(~~416~~62,~~448~~794	)	$	(~~479~~291,~~029~~291	)	$	(2,~~219~~314,~~168~~136	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation		64,~~957~~017			24,~~431~~463			1219,~~989~~489
Impairment of bacteriophage material		-			-			~~170~~205,000
Bad debt - note receivable		-			-			15,826
Common shares issued for services rendered		-			-			5,000
Conversion of accrued interest to additional paid-in capital		-			-			576
(Increase) in accrued interest receivable		(~~118~~68	)		(~~399~~44	)		(12,~~717~~036	)
(Increase) decrease in prepaid expenses		54,171			(34,888	)		-
Decrease in prepaid expenses		25,342			54,171			-
(Decrease) in accrued interest payable		-			(256	)		-
Increase in accrued interest payable		316			-			349
Increase (decrease) in accounts payable and accrued expenses		161,038			(39,368	)		289,874
Increase in accounts payable and accrued expenses		4,293			55,728			230,822
NET CASH (USED IN) OPERATING ACTIVITIES		(~~194~~28,~~400~~894	)		(~~551~~176,~~509~~973	)		(1,~~742~~839,~~446~~110	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of computer and laboratory equipment		~~(6,213~~-	)		(296,~~863~~213	)		(43,457	)
Increase in note receivable - related party		-			(26,000	)		(38,700	)
Increase in note receivable - related parties		-			-			(38,700	)
Repayment of note receivable - related party		9,813			6,300			21,113
Repayment of notes receivable - related parties		-			10,000			21,113
Increase in loans receivable - stockholder		-			-			(12,000	)
Repayment of loans receivable - stockholder		-			-			4,000
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		~~3,600~~-			~~(49~~3,~~563~~787	)		(69,044	)

Read accompanying Notes to Financial Statements.

F-3

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

							Period From
	Nine			Nine			July 1,1998
	Six			Six			July 1,1998
	Months Ended			Months Ended			(Inception)
	January 31,			January 31,			to January 31,
	October 31,			October 31,			to October 31,
	2009			2008			2009
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		-			-			507,425
Issuance of preferred stock		150,500			734,748			1,170,498
Issuance of preferred stock, net		43,750			136,500			1,224,748
Payments on stock subscription receivable		-			-			113,476
Proceeds of notes payable - bank		-			-			50,000
Repayment of notes payable - bank		(18,000	)		-			(19,000	)
Proceeds of note payable - related party		6,000			-			20,000
Repayment of note payable - related party		-			-			(6,000	)
Proceeds of note payable		-			-			5,000
Increase in amount due to stockholder		-			-			16,220
Proceeds of note payable - related party		-			-			6,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		31,750			136,500			1,911,869
Repayment of note payable - related party		-			(6,000	)		(6,000	)
NET INCREASE (DECREASE) IN CASH		2,856			(36,686	)		3,715
NET CASH PROVIDED BY FINANCING ACTIVITIES		150,500			728,748			1,812,619
CASH - BEGINNING		859			41,429			-
NET (DECREASE) INCREASE IN CASH		(40,300	)		127,676			1,129
CASH - ENDING	$	3,715		$	4,743		$	3,715
CASH - BEGINNING		41,429			12,327			-
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
CASH - ENDING	$	1,129		$	140,003		$	1,129
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Common shares issued for services rendered.	$	-		$	-		$	5,000
Common shares issued for purchase of bacteriophage material.	$	-		$	-		$	2,000,000
Conversion of net stockholders loans to additional paid-in capital.	$	-		$	-		$	13,796
Conversion of notes payable and accrued interest and net stockholders loans to additional paid-in capital.	$	-		$	-		$	13,796
Accounts payable paid on behalf of Company by stockholder.	$	-		$	~~22,500~~-		$	2227,~~500~~900
Conversion of preferred shares to common.	$	-		$	7,000		$	7,000
Conversion of preferred shares for common.	$	-		$	-		$	8,750

Read accompanying Notes to Financial Statements.

F-4

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 1.

ORGANIZATION

Viridax ~~Corporation~~ Corporation was incorporated on July 1, 1998 under the laws of the State of Florida as Media Advisory Group, Inc. and on August 6, 2001 changed its name to I & E Tropicals, Inc. On April 5, 2005, the company amended its Articles of Incorporation to change its name to Viridax Corporation. With the acquisition of the bacteriophage material on April 24, 2005, the Company is pursuing its plan to expedite the bacteriophage material’s commercialization. This bacteriophage material is expected to be used for the treatment of bacterial infections incited by Staphylococcus aureus and other Staphlylococcus species. The Company has decided to discontinue its original business plan for the importing and exporting of exotic marine life. The ~~Company~~company’s headquarters is in Boca Raton, Florida.

The Company has insignificant revenue to date. Since its inception, the Company has been dependent upon the receipt of capital investment or other financing to fund its continuing activities. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s product development will be successfully completed or that it will be a commercial success.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

F-5

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ~~(CONTINUED)~~

Basis of ~~Presentation~~ ~~(Continued)~~Presentation

The accompanying condensed financial statements are unaudited. These statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (which include only normal recurring adjustments) considered necessary for a fair presentation have been included. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto for the year ended April 30, ~~2008~~ 2009, included in the Company’s Form 10-~~KSB~~K as filed with the SEC. The results of operations and cash flows for the period are not necessarily indicative of the results of operations or cash flows that can be expected for the year ending April 30, ~~2009~~2010.

(Loss) Per Share

~~Basic and diluted~~ (~~loss~~Loss) per share is ~~based~~computed onby dividing net (loss) for the ~~weighted~~period by the weighted average number of common shares outstanding. The effect of the conversion of the preferred stock is excluded from the calculation of net loss per share as the effect is was anti-dilutive.

Use of Estimates

Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Accordingly, actual results could vary from the estimates that were assumed in preparing the financial statements and those differences could be material.

F-6

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including ~~accounts~~notes ~~payable~~receivable and ~~accrued~~note ~~expenses~~payable ~~and~~– ~~notes~~related ~~receivable~~parties, note payable - bank and ~~related~~accounts ~~parties~~payable and accrued expenses approximate fair value due to the relatively short period to maturity for these instruments.

Recent Accounting Pronouncements

In ~~September~~ ~~2006~~June 2009, the FASB issued ~~SFAS~~Financial ~~157,~~Accounting ~~“Fair~~Standards ~~Value~~Codification ~~Measurements~~No.” ~~The objective~~860 ~~of SFAS 157 is to increase consistency and comparability in fair value~~- ~~measurements~~Transfers and toServicing. ~~expand~~FASB ~~disclosures~~ASC ~~about~~No. ~~fair~~860 ~~value~~improves ~~measurements.~~the ~~SFAS 157~~relevance, ~~standardizes~~representational ~~its~~faithfulness, ~~definition~~ and ~~guidance~~comparability byof ~~defining~~the ~~fair~~information ~~value~~that ~~as used in~~a ~~accounting~~reporting ~~pronouncements,~~entity ~~establishes~~provides ain ~~framework~~its ~~for~~financial ~~measuring~~statements ~~fair~~about ~~value~~a ~~and~~transfer of ~~expands~~financial ~~disclosures~~assets; ~~related to~~ the ~~use~~effects of ~~fair~~a ~~value~~transfer ~~measurements.~~on Inits ~~February~~financial position, financial ~~2008~~performance, ~~the~~and ~~FASB~~cash ~~issued~~flows; ~~FASB~~and ~~Staff~~a ~~Position~~transferor's ~~(“FSP”)~~continuing ~~FAS~~involvement, ~~157-2~~if any, in ~~“Effective~~transferred ~~Date~~financial of assets. FASB ~~Statement~~ASC No. ~~157"~~860 ~~which~~is ~~provides~~effective aas ~~one-year deferral~~ of the ~~effective date~~ beginning of ~~SFAS~~each ~~157~~reporting ~~for~~entity's ~~non-financial~~first ~~assets~~annual ~~and~~reporting ~~non-financial~~period ~~liabilities,~~that ~~except those~~begins ~~that~~after ~~are~~November ~~recognized~~15, or2009, ~~disclosed~~for ininterim ~~the~~periods ~~financial~~within ~~statements~~that atfirst ~~fair~~annual ~~value at~~reporting ~~least~~period ~~annually.~~and ~~SFAS~~for ~~157~~interim ~~was~~and ~~effective~~annual ~~for~~reporting ~~the~~periods ~~Company’s~~thereafter. ~~fiscal~~The ~~year~~Company ~~beginning~~is ~~May~~evaluating 1,the ~~2008,~~impact ~~excluding~~ the ~~effect~~adoption of ~~the~~FASB ~~deferral~~ASC ~~granted~~No. in860 ~~FSP FAS 157-2 referred to above which~~ will behave ~~effective~~on ~~beginning~~its financial ~~May 1, 2009~~statements.

In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Under SFAS 159, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reporting in earnings. After the initial adoption, the election is made at the acquisition

F-7

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

In June 2009, the FASB issued changes to the consolidation guidance applicable to a variable interest entity (VIE). FASB ASC Topic 810, "Consolidation," amends the guidance governing the determination of whether an enterprise is the primary ~~eligible~~beneficiary ~~financial~~of ~~asset~~a VIE, ~~financial~~and ~~liability~~is, ortherefore, ~~firm~~required ~~commitment~~to orconsolidate ~~when~~an entity, by ~~certain~~requiring ~~specified~~a ~~reconsideration~~qualitative ~~events~~analysis ~~occur~~rather than a quantitative analysis. The qualitative ~~fair~~analysis ~~value~~will ~~election~~include, ~~may~~among ~~not~~other things, consideration of who has bethe ~~revoked~~power ~~once~~to andirect ~~election~~the isactivities ~~made.~~of ~~SFAS~~the ~~159~~entity ~~was~~that ~~effective~~most ~~for~~significantly impact the ~~Company’~~entity's economic performance and who has the obligation to absorb losses or ~~fiscal~~the ~~year~~right ~~beginning~~to ~~May~~receive 1,benefits ~~2008~~of the VIE that could potentially be significant to the VIE. ~~However,~~This standard also requires continuous reassessments of whether an enterprise is the ~~Company~~primary ~~has~~beneficiary ~~elected~~of ~~not~~a toVIE. FASB ASC 810 also requires ~~measure~~enhanced ~~eligible~~disclosures ~~financial~~about ~~assets~~an ~~and~~enterprise's ~~liabilities~~involvement atwith ~~fair~~a ~~value~~VIE. ~~Accordingly,~~Topic 810 is effective as of the ~~adoption~~beginning of ~~SFAS~~interim ~~159~~and ~~did~~annual reporting periods that begin after November 15, 2009. This will not have aan ~~significant~~ impact on the Company’s financial position, ~~statements~~results of operations or cash flows.

In June 2006, the FASB issued FASB Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for the Company’s fiscal year beginning May 1, 2007. The Company has not taken, nor recognized the financial statement impact of any material tax positions as defined by FIN 48.

In April 2008, the FASB issued FSP FAS 142-3,“Determination of the Useful Life of Intangible Assets,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets.” The objective of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized asset under SFAS 142 and the period of expected cash flows used to measure the fair value of assets under SFAS 141, “Business Combinations” and other U.S. generally accepted

F-8

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recent Accounting Pronouncements (Continued)

~~accounting~~In June 2009, the FASB issued ASC 105 Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification TM (the “Codification”) has become the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in accordance with Generally Accepted Accounting Principles (“GAAP”). ~~FSP~~All ~~FAS~~existing ~~142-3~~accounting standard documents are superseded by the Codification and any accounting literature not included in the Codification will not be ~~effective~~authoritative. ~~for~~Rules and interpretive releases of the SEC ~~Company’s~~issued ~~fiscal~~under ~~year~~the authority of federal securities laws, however, will ~~beginning~~continue ~~May~~to 1be the source of authoritative generally accepted accounting principles for SEC registrants. Effective September 30, 2009, ~~and~~all references ~~applies~~made to ~~all~~GAAP ~~intangible~~in ~~assets~~our ~~whether~~consolidated ~~acquired~~financial instatements awill include ~~business~~references ~~combination~~to the new Codification. The Codification does not change or ~~otherwise,~~alter existing GAAP and, istherefore, towill benot ~~applied~~have ~~prospectively~~an ~~to intangible~~impact ~~assets~~on ~~acquired~~our ~~after~~financial ~~the~~position, results ~~effective~~of ~~date~~operations or cash flows.

NOTE 3.

PREPAID EXPENSES

~~On April~~Commencing 11March 1, ~~2008~~2009, the ~~company~~Company entered into aan ~~five~~agreement ~~year~~with ~~agreement~~an agency of the ~~with~~United aStates ~~pharmacology~~Department ~~service~~of ~~company~~Agriculture to ~~perform~~continue ~~various~~the ~~bacteriophage~~laboratory ~~studies~~work necessary to evaluate and commercialize the bacteriophage material for a fee of ~~clinical~~$150,000. ~~testing~~A deposit of $50,000 was paid with the balance due in three monthly installments. ~~The~~ ~~Company~~These ~~has~~installments ~~initially~~have ~~contracted~~not ~~for~~been ~~two~~paid as scheduled, however, ~~studies~~during ~~for~~the six months ended October 31, 2009, a total ~~fee~~ of $137,~~840~~375 has been paid. As The oforiginal agreement ended February 28, 2010 but was extended to January 3110, 2011. ~~2009~~The fee is being expensed over the remaining term of the agreement. As of October 31 and April 30, ~~2008~~2009, prepaid expense relating to ~~these~~this ~~studies~~agreement ~~were~~was $-0- and $25,342, respectively. As of October 31 and April 30, 2009, included in accounts payable was $41,~~470~~199 and $0 relating to this agreement. For the three and six months ended October 31, 2009, the amount expensed was $16,958 and $33,916, respectively.

On July 10, 2008, the Company entered into a one yearextension agreement with a nonprofit medical facility to perform laboratory work that will support the manufacture of the bacteriophage material for a fee of $220,000. A deposit of $55,000 was paid by the Company to the medical facility. The balance of the fee is due in three payments of $55,000 on the third, sixth and ninth month from the date of the agreement. The fee is being expensed over the term of the agreement. For the nine months ended January 31, 2009, the amount expensed was $123,562. As of January 31, 2009, included in accounts payable was $68,562 relating to this agreement. Because the first installment due October 10, 2008 and the second installment due January 10, 2009 have not yet been paid, the laboratory work has been temporarily suspended (Note 6).

F-9

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 4.

RELATED PARTY TRANSACTIONS

Notes Receivable and Accrued Interest

~~During the~~The ~~nine months ended January 31, 2009, the Company received a partial repayment~~total ofnotes ~~$10,000 on a note~~ receivable. ~~The~~- ~~total~~related ~~notes~~parties ~~receivable~~ balance as of ~~January~~ October 31, ~~2009~~ and ~~2008~~April 30, 2009 includes accrued interest of $1,~~716~~397 and $1,~~091~~329, respectively.

~~Legal~~Notes Payable and Accrued ~~Fees~~Interest

During the ~~three~~six ~~and nine~~ months ended ~~January~~October 31, 2009, ~~and~~the ~~2008,~~Company received additional advances totaling $156,000. ~~and~~These ~~$45~~advances are unsecured,~~000 was~~ ~~charged~~bear byinterest aat ~~stockholder~~5% ~~for~~per ~~legal~~annum ~~services~~and are ~~rendered,~~due ~~respectively~~on demand. As of ~~January~~October 31 and April 30, 2009 ~~and 2008~~, ~~the~~total ~~amount~~notes ~~due~~payable ~~this~~- related ~~stockholder~~parties includes ~~was~~accrued interest of $~~29,500~~349 and $533,~~500, respectively and~~ ~~is included in accounts payable~~respectively.

Legal and Consulting Fees

During the three months ended October 31, 2009 and 2008, $2,000 was paid and $15,000 was charged by a stockholder for legal services rendered, respectively. For the six months ended October 31, 2009 and 2008, $2,000 was paid and $30,000 was charged, respectively.

F-10

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

OCTOBER 31, 2009

NOTE 4.

RELATED PARTY TRANSACTIONS (CONTINUED)

Legal and Consulting Fees (Continued)

During the six months ended October 31, 2009, the Company paid $2,000 to its vice-president of research and development for consulting services rendered.

During the six months ended October 31, 2009, the Company paid $2,000 to its president for grant and patent application services rendered.

NOTE 5.

CAPITAL STOCK

Preferred Stock

The Company has 3,000,000 shares of Class A non-cumulative, convertible preferred stock of $1 par value authorized. The preferred shares are non-cumulative, non-voting and convertible to common shares during the first 3 years under the following schedule: shares converted within the first year of purchase shall receive 4 shares of common for every share of preferred; shares converted within the second year after purchase shall receive 4.4 shares of common for every share of preferred; shares converted within the third year after purchase shall receive 4.6 shares of common for every share of preferred; after 3 years of ownership, the shareholder hall receive 5 shares of common for every share of preferred, but the right to convert must be exercised within 30 days after the third year anniversary of purchase or the conversion right will lapse.

~~authorized. The preferred shares are non~~F-cumulative, non-voting and convertible to common shares during the first 3 years under the following schedule: shares converted within the first year of purchase shall receive 4 shares of common for every share of preferred; shares converted within the second year after purchase shall receive 4.4 shares of common for every share of preferred; shares converted within the third year after purchase shall receive 4.6 shares of common for every share of preferred; after 3 years of ownership, the shareholder hall receive 5 shares of common for every share of preferred, but the right to convert must be exercised within 30 days after the third year anniversary of purchase or the conversion right will lapse.11

F-10

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~ OCTOBER 31, 2009

NOTE 5.

CAPITAL STOCK (CONTINUED)

Preferred Stock (Continued)

On April 1, 2006, the Company entered into an Agency Agreement ~~with a company, the president of which is a minority stockholder of the Company,~~ for the sale of up to 3,000,000 shares of the Company’s Class A Preferred Stock. The stock is being offered for sale in Germany and elsewhere in Europe at $7 per share ($3.50 per share net ~~proceeds~~ proceeds to the Company), as determined by the Company’s management, such sale ~~being~~ being exempt from registration under Regulation S of the Securities Act of 1933. During the ~~nine~~ six months ended ~~January~~October 31, 2009, 4312,~~000~~500 preferred shares were sold for net proceeds totaling $~~150~~43,~~500~~750.

~~In December~~As ~~2008,~~of ~~the~~October ~~Agency~~31 ~~Agreement~~and ~~referred~~April to30, ~~above was transferred to a~~2009, ~~company~~347,429 ~~the~~and ~~sole~~334,929 ~~stockholder~~preferred ~~and~~shares ~~president~~were ofissued ~~which~~and ~~are~~outstanding. ~~minority~~Subsequent ~~stockholders~~to ofOctober ~~the~~31, ~~Company.~~2009, ~~The~~11,100 ~~president~~preferred ofshares ~~this~~were ~~company~~sold isfor ~~also~~net aproceeds ~~director of the~~totaling ~~Company~~$38,850.

As of January 31, 2009, 331,929 preferred shares were issued and outstanding. Subsequent to January 31, 2009, 1,000 preferred shares were sold for net proceeds totaling $3,500.

Common Stock

The Company has 50,000,000 shares of $.001 par value common stock authorized. Shareholders of common stock have one vote per share.

As of ~~January~~October 31 and April 30, 2009, 24,349,090 shares of common stock were issued and outstanding. Subsequent to October 31, 2009, the Company issued 2,200,000 common shares in a private sale at $.01 per share, as determined by the Company’s management, such sale being exempt from registration under Regulation S of the Securities Act of 1933.

~~NOTE 6. GOING CONCERN~~F-12

As reflected on the balance sheet, the Company is still

F-11

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

~~JANUARY~~OCTOBER 31, 2009

NOTE 6. ~~GOING~~SUBSEQUENT ~~CONCERN (CONTINUED)~~EVENTS

~~in the~~Subsequent ~~development~~to ~~stage~~October ~~with~~31, ~~an accumulated deficit of $2~~2009,~~219,168,~~ aadditional ~~working~~advances ~~capital deficiency of $246,941~~ and ~~since~~repayments ~~inception,~~relating ~~a negative cash flow from operations of $1,742,446. These factors raise substantial doubt about its ability~~ to ~~continue~~ ~~as a going concern. The ability of~~ the ~~Company to continue as a going~~note ~~concern~~payable is– ~~dependent~~bank onwas ~~its~~$18,000 ~~ability~~and to$16,000, ~~raise additional capital~~respectively. ~~The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.~~

~~Management~~On April ~~has~~30, ~~secured~~2010, ~~continued approval from~~ the ~~German~~Company ~~exchange~~received ~~for~~proceeds ~~the sale~~ of ~~preferred~~ ~~stock~~a ~~and~~loan istotaling ~~considering to pursue other contracts and/or grants to secure additional funding~~$20,000. ~~Although~~The ~~the~~loan ~~laboratory work being performed by the~~is ~~nonprofit medical facility referred to in Note 3 has been temporarily suspended for nonpayment of installments due~~unsecured, ~~management~~bears ~~remains~~interest ~~optimistic~~at ~~that~~2% ~~the laboratory~~per ~~work~~annum ~~will resume~~ and ~~that~~is ~~the~~due ~~Company will be able to continue as a~~on ~~going concern~~demand.

~~F-12~~NOTE 7. GOING CONCERN

As reflected on the balance sheet, the Company is still in the development stage with an accumulated deficit of $2,314,136, and since inception, a negative cash flow from operations of $1,839,110. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Management has secured continued approval from the German exchange for the sale of preferred stock and is continuing to pursue other contracts and/or grants to secure additional funding. Management believes that the direction it is taking will secure additional funding and that the Company will be able to continue as a going concern.

F-13

Filing Compare · VIRIDAX CORP