UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
      10-KSB




x
      ANNUAL REPORT UNDER
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934




For
      the
      Fiscal Year ended April 30, 2008




Commission
      File Number 000-33473




VIRIDAX
      CORPORATION





(Name
      of
      Small Business Issuer in its charter)




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





Issuer’s
      Telephone: (561)
      368-1427




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


Common





(Title
      of
      Class)





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





Check
      if
      there is no disclosure of delinquent filers in response to Item
      405 of Regulation S-B is not
      contained in this form, and no disclosure will 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 or any amendment
      to
      this Form 10-KSB. x





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




State
      Issuer’s revenues for its most recent fiscal year. None





The
      Aggregate market value of voting and non-voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      sold within the past 60 days is not applicable because there have been no sales
      of the common equity within the past 60 days and there is no public market
      for
      the stock.





State
      the
      number of shares outstanding of the issuer’s common equity as of April 30, 2008:
      24,349,090.





Transitional
      Small Business Disclosure Format: No





**PART
      I**





**ITEM
              1.**
            **DESCRIPTION
                OF BUSINESS**





**(a)**
            **BUSINESS
                DEVELOPMENT**





The
      Company was originally formed under the name of MEDIA ADVISORY GROUP, INC.,
      as a
      Florida corporation filed July 1, 1998. The Company was assigned Document Number
      P98000058690.





The
      Company was formed for the original purpose of providing various media
      consulting services. However, the Company never activated services and remained
      inactive. On September 24, 1999, the Company was administratively dissolved
      for
      failure to file an annual report.





On
      July
      6, 2001 an application for Corporation Reinstatement, together with payment
      of
      applicable fees, was filed with the Florida Department of State. The Company
      was
      reinstated on July 23, 2001.





On
      August
      6, 2001 Articles of Amendment were filed with the Florida Department of State,
      changing the name to: I & E TROPICALS, INC. and changing the authorized
      capital stock of the Company to Fifty Million (50,000,000) shares of voting
      common stock at a par value of $.001 per share.





The
      above
      referenced Articles of Incorporation, the Reinstatement of Media Advisory Group,
      and the amendment to the Articles of Incorporation changing the name to I &
E Tropicals, Inc. are listed herein in ITEM 13 (Exhibits) and incorporated
      by
      reference as stated in the Index to Exhibits.





On
      April
      5, 2005 Articles of Amendment were filed with the Florida Department of State,
      changing the name of the Company to: VIRIDAX CORPORATION and changing the
      authorized capital stock of the Company to add Three Million (3,000,000) shares
      of Class A Preferred Stock at a par value of $1.00. This amendment is listed
      in
      Item 13 (Exhibits) and incorporated by reference as stated in the Index to
      Exhibits.





The
      Bylaws of the Company are listed herein in ITEM 13 (Exhibits) and incorporated
      by reference as stated in the Index to the Exhibits.





On
      April
      24, 2005 Viridax, Inc. entered into an agreement whereby Viridax purchased
      certain bacteriophage-based products from Mycobis Corporation (a private
      corporation) in exchange for 2,000,000 shares of Viridax common stock. This
      Asset Purchase Agreement is listed herein in ITEM 13 (Exhibits) and incorporated
      by reference as stated in the Index to Exhibits.




2




**(b)**
                **BUSINESS
                    OF ISSUER**





The
      primary business of the Company (operating under the former name of I & E
      Tropicals, Inc.) was the import/export of exotic marine life from the Bahamas
      to
      the Company in Florida for subsequent sale to end-use customers. However, due
      to
      a lack of funding the Company was unable to continue its operations and remained
      inactive since the end of its fiscal quarter ending October 31,
      2002.





In
      April,
      2005 a business arrangement was reached whereby (1) the Company purchased
      certain bacteriophage-based products in exchange for 2,000,000 shares of its
      common stock, (2) the Company name was changed to Viridax Corporation, and
      (3)
      new management was put in place to operate the Company in the course of its
      new
      primary business direction. The corporate emphasis is now solely upon the
      bacteriophage products. The Company has completely terminated the original
      business of importing and exporting exotic marine life.





Viridax
      Corporation (Viridax) is now 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.





White
      it
      is the intention of the Company to develop its products for treatment in the
      United States, the Company does have the option of opening a Phage Therapy
      Center outside of the United States and offering immediate treatment using
      its
      now developed bacteriophage products. Phage therapy Centers now operate in
      Tbilisi, Republic of Georgia and in Tijuana, Mexico. The treatment centers
      in
      Tbilisi and Tijuana are owned by Phage International, Inc. (See
      www.phagetherapy.org/). If the company should so desire a number of additional
      countries will permit these treatment centers.





*Stapyhlococcus
      aureus* (S. *aureus*  ** or
      Staph)
      is a common infectious bacterium, typically encountered on the skin and in
      the
      nasal passages of healthy people. Staph can cause serious infections of the
      bone, soft tissue, eye, respiratory tract and blood stream, and it is one of
      the
      most common causes of skin infections.





1. **PRODUCTS**





Viridax
      plans to bring forward a series of high value biopharmaceutical products based
      on the development of new and modified bacteriophages including certain
      proprietary delivery technologies. Viridax’s first products are being developed
      for the treatment of *Staphylococcus
      aureus,* astaphylococcal
      spp *.*




3




**Leading
      Product Candidates** :





***Staphylococcus
      aureus*** **Bacteriophage**


(Respiratory
      and Systemic Infection Products):





Staph
      Respiratory Infections


Staph
      Systemic Infections





***Staphylococcus
      aureus*** **Bacteriophage**


(Wound
      Infection Products)





Abrasion,
      Diabetic Ulcer and Bed Sore Infections


Surgical
      and Trauma Wound Infections





Viridax
      currently has several forms of the retained stocks of its Staphylococcal
“Product Candidate” Bacteriophage maintained in incubators as suspensions of
      bacteriophage in USP physiological saline at concentrations of about 10E9 -
      10E10, at a monitored temperature of 4 N C,
      which
      is their optimal temperature for long-term stability. This Product Candidate
      Bacteriophage stock represents the core intellectual property and biological
      materials of Viridax, and is the retained source material for the Company’s
      first series of products for the treatment of ophthalmic, respiratory, systemic
      and topical Staph infections in humans.





On
      July
      9, 2007, Viridax entered into a Research Agreement with Olive-View-UCLA
      (University of California at Los Angeles) Education and Research Institute
      (ERI), and paid $212, 660 over the course of the term of the Agreement, which
      terminated July 8, 2008. This Agreement has now been extended for period
      commencing July 10, 2008 and scheduled to terminate July 9, 2009. The cost
      for
      this extension is $220,000 (payable in quarterly installments) of which the
      initial installment of $55,000 has been paid.





Under
      this Agreement, Viridax has delivered its collections of Staph phages
      (bacteriophage biological materials lytic to various forms of Staphylocococcus
      aureaus) to the staff at ERI. ERI functions as Viridax’s laboratory facility for
      certain work related to the screening and evaluation of the Staph phages against
      clinical isolates of MRSA (Methicillin-resistant Staph Aureus).





ERI
      Scientists received the recovered Staph phage biological materials from Viridax
      and prepared examples of each of the 11 bacteriophages for amplification,
      evaluation and secure storage. The ERI scientists amplified each of the 11
      Staph
      phages by their individual growth in a culture of a standard isolate of *Staph
      aureus* that is
      known as a Host Producer Strain (Isolate *Staphylococcus
      aureus* ATCC
      #19685). The individual Staph phages were then separated from the Host Producer
      Strain materials and purified for evaluation and storage.





ERI
      scientists made arrangements on behalf of Viridax to obtain collections of
      new
      clinical isolates of MRSA from major medical centers in the Los Angeles area,
      such that Viridax would have access to clinically-relevant MRSA isolates for
      use
      in the evaluation of the Staph phages. The medical centers providing the MRSA
      isolates to ERI and Viridax are: Northridge Hospital Medical Center, Sylvester,
      CA; SIMI Valley Hospital, Simi Valley, CA; and, VA Greater Los Angeles
      Healthcare System, Los Angeles, CA. Obtaining human clinical isolates for use
      in
      the evaluation of an emerging new biopharmaceutical product has become very
      difficult and costly in recent years as a result of concerns for patient
      confidentiality, and the like. Therefore, being able to work under the auspices
      of the UCLA Medical System provides a highly valuable asset to the Company
      in
      the development of its products. The extension of this benefit is anticipated
      to
      include access to human subjects for use in the Company’s first human clinical
      trials.




4




ERI
      scientists, under the direct advisement of Viridax scientist and advisor
      (Richard Honour and Richard Herman, respectively), conducted screening
      experiments, whereby new clinical isolates of MRSA collected from within the
      UCLA Medical System were challenged *in
      vitro* with
      aliquots of the 11 Staph phages to determine the biological (lytic) activity
      of
      the Staph phages against the MRSA clinical isolates. All 11 Staph phage isolates
      showed lytic activity against the MRSA clinical isolates, and 10 of the 11
      showed substantially greater levels of activity. One Staph phage isolate was
      selected from among the 10 most active Staph phage isolates, and that one Staph
      phage isolate has been designated as the Viridax Product Candidate for further
      preclinical evaluation. All of the remaining Staph phage isolates and all of
      the
      collection of MRSA clinical isolates are maintained in the Viridax culture
      collection at ERI.





Viridax
      executed a Master Services Agreement with MDS Pharma Services (MDS), such that
      MDS will provide ongoing preclinical and clinical support services to the
      Company for the development of the Viridax Staph phage biopharmaceutical product
      for the treatment of MRSA. MDS has operations in Bothell, WA, Taipei, Taiwan,
      Saint-Laurent (Montréal), Quebec, Canada, and les Oncins, Saint-Germain sur
      l’Arbresle, France. Viridax has visited and works closely with investigators
      in
      Bothell, WA, Montreal, Canada, Taipei, Taiwan and l’Arbresle,
      France.





Viridax
      executed a Work Order for the performance of an initial study with MDS Bothell
      and MDS Taiwan to develop a human relevant MRSA pneumonia mouse model for use
      in
      the evaluation of the Product Candidate Staph phage. The MRSA pneumonia mouse
      model was developed by Viridax by MDS Taiwan using a MRSA clinical isolate
      provided by Viridax from the ERI collection. The first efficacy study that
      will
      challenge the MRSA-infected mice (Human-relevant mouse lung infection
      MRSA-incited pneumonia model) has been designed and approved by the Company
      and
      awaits shipment of the Viridax MRSA Staph phage to Taiwan for testing. In that
      a
      human clinically relevant mouse lung infection model for MRSA-incited pneumonia
      did not exist previously, primarily because of the complexity of its design
      and
      development, this mouse infection model represents a substantial preclinical
      accomplishment for Viridax.





The
      original Agreement between Viridax and Olive-View-UCLA Education and Research
      Institute is listed in Item 13 (Exhibits) and included herein, commencing at
      E-1.





2. **ESTIMATED
          MARKETS**





The
      international infectious disease therapeutics market grew from about $16 billion
      in 1991 to more than $43 billion in 2002, and it continues to grow. The US
      market share has grown from about 31% to about 37%, while the Japanese market
      share has declined from about 26% to 21%. The European market share and the
      markets in the world have remained nearly stable during that period, with Europe
      represented by a 28% market share, and the rest of the world about 15%. The
      US
      market share for new generation antibiotics alone is anticipated to exceed
      $12
      billion in the near future. This phenomenal growth continues in spite of the
      fact that bacteria have now developed resistance to nearly all of the antibiotic
      agents that represent the product growth leaders. This has led to a continual
      stream of new antibiotic products introduced to the market, many of which have
      a
      greatly shortened product life as a direct result of the more-rapid development
      of resistance by the target infectious bacteria.




5




In
      US
      hospitals it is estimated that perhaps 3,000,000 patients are infected each
      year
      by bacterial pathogens, and from 80,000 to 100,000 people die from infections,
      compared with a yearly mortality of about 8,000 in the early 1990s by infectious
      diseases. About 90% of Staphylococcal infections, which are responsible for
      about 15% of all bacterial infections are now resistant to Penicillin, and
      40-65% are resistant to methicillin.





3. **DEVELOPMENTAL
          STRATEGY**





Viridax
      works with MDS Bothell and Montreal in the planning and design of the Company’s
      overall preclinical testing program, and Viridax visited MDS l’Arbresle to
      initiate planning of a comprehensive safety testing program for a new
      biopharmaceutical product, as required by the US FDA (US Food and Drug
      Administration). MDS has extensive experience with the US FDA, and the MDS
      l’Arbresle is regularly site-visited and certified by the FDA as a safety
      testing site for products destined for marketing in the US.





Viridax
      is working currently with MDS Bothell, WA, to achieve final purification of
      the
      selected Staph phage Product Candidate, which will be shipped to MDS Taiwan
      for
      efficacy testing in the human-relevant mouse lung infection MRSA-incited
      pneumonia model. This testing is expected to involve a series of individual
      tests to define the most appropriate dose and schedule of Product Candidate
      (Test Article) administration for purposes of defining Proof-of-Concept.
      Following Proof-of-Concept determination, Viridax anticipates working with
      MDS
      l’Arbresle to design and conduct a series of safety and other preclinical
      studies, so as to be in compliance with US FDA requirements for
      biopharmaceutical product development. The objective of the preclinical testing
      program is to develop a valid data set that will be included in documents that
      will be filed with US FDA ahead of the initiation of first Human clinical trials
      for safety.





Concurrent
      with the preclinical testing program with MDS, Viridax anticipates initiating
      scale up manufacturing that will be in compliance with cGMP manufacturing
      (current Good Manufacturing Practices) guidelines for the US FDA. Scale-up
      manufacturing includes the development of analytical methods for monitoring
      the
      manufacturing process, plus a documentation program to assure quality assurance
      and quality control. Viridax has initiated discussions with two contract
      biopharmaceutical manufacturing organizations (Contract Manufacturing
      Organizations, or CMOs) that are in compliance with US FDA requirements, and
      that specialize in biopharmaceutical products, including, viral-based products.
      While use of the Test Article produced at ERI is sufficient for use in the
      current early preclinical tests, developing a stock supply of Test Articles
      produced at an FDA-Compliant CMO will be important for the next series of
      preclinical tests, as well as for use in Human clinical trials.




6




Initiating
      Human clinical trials with a new biopharmaceutical product candidate is a
      complex and costly process involving multiple contracted resources. Viridax
      has
      identified the Company’s single, key product candidate/Test Article, and has now
      commenced pre-clinical testing and manufacturing development. Over the next
      twelve-month period, Viridax expects to demonstrate substantial progress in
      Product Candidate manufacturing and pre-clinical product development, primarily
      through the use of Contract Research Organizations, such as MDS, and Contract
      Manufacturing Organizations, so as to develop and file with the US FDA the
      initial documents in support of first Human clinical trials for
      safety.





4. **COMPETITION
          / RISK**





Competition
      for the Viridax technology products and markets is represented by any and all
      pharmaceutical and biotechnology companies that discover, make and sell
      antibiotic products for the treatment of infectious diseases. The competition
      that may be faced by Viridax during the discovery, development and marketing
      of
      its products will be represented by a combination of elements. Competition
      may
      be encountered from the discovery and invention of new antibiotics that may
      be
      analogs or derivatives of existing antibiotics to which resistance genes have
      not yet been expressed, or by new classes of antibiotics for which there may
      not
      yet exist resistance mechanisms within the genome. Such successes are unlikely,
      but could represent serious competition to Viridax.





Greater
      competition to Viridax could be the emergence of new classes of agents that
      may
      represent novel biological mechanisms of action for which resistance mechanisms
      are unlikely events. Such an event could be the development of a new strategy
      for antibiosis employing novel biochemical mechanisms that would reduce lysis
      within bacterial cells, and that could mimic lysozyme activity, or that perhaps
      could incite lytic activity within the bacterial cell, and that perhaps could
      be
      gene mediated. Also, there are new classes of naturally occurring biological
      agents being investigated that induce the formation of pores in bacterial cell
      membranes and cell walls, and that could also result in a form of cell lysis.
      Viridax is currently unaware of any company or technology that may represent
      immediate or direct competition to its technology or products , but it must
      be
      assumed that technologically-competent scientists and companies are working
      to
      discover and develop new technologies and products that will be competitive
      with
      those of Viridax.





There
      are
      currently several US and international biotechnology companies that are
      exploiting bacteriophage as therapeutic agents, plus a number of academic
      investigators. Most of the firms are seeking to develop bacteriophage for the
      treatment of animal disease, while others seek to develop antiseptic and
      disinfectant products using bacteriophage as the active ingredient. There are
      only a few companies that exclusively seek to develop therapeutic
      bacteriophages.





Biophage,
      Inc. – Montreal, Canada www.biophage.com . Biophage
      exploits new platform technologies in the health industry, with focus on cancer,
      infectious diseases, inflammation and immune modulation. Therapeutic
      bacteriophage is a minor emphasis.





Biopharm
      Pharmaceuticals – Tbilisi, Georgia biopharm@got.ge Biopharm
      acquired the phage production plant of the Eliava Institute. They make vitamins,
      various biomedical reagents, probiotics, and about 20 liters a month of phage
      products for local use.




7




Exponential
      Biotherapies, Inc. – Port Washington, NY and Rockville, MDcarltonebi@erols.com Exponential is developing bacteriophage for human infectious diseases, plus
      for
      food production and companion animals. Founded in 1993 Exponential was the
      first
      American company devoted to phage therapy. They have successfully completed
      a
      Phase I clinical trial.





GangaGen –
      GangaGen Biotechnologies, Ltd., Bangalore, India; GangaGen, Inc., Palo Alto,
      CA ; GangaGen Life Sciences, Inc., Ottawa, Canadawww.gangagen.com GangaGen
      emphasizes the diagnosis, treatment and prevention of nosocomial infections,
      secondary infections, and topical infections. They plan to use bacteriophage
      technology to discover new treatments for enteric infections, as well as upper
      respiratory tract infections.





Hexal
      Gentech – Holzkirchen, German –www.hexal-gentech.com Hexal
      develops novel bacteriophage therapeutics for the treatment of multidrug
      resistance bacterial infections. They emphasize the use of bacteriophage that
      are engineered to package anti-bacterial plasmids.





Intralytics,
      Inc. – Baltimore, MDwww.intralytix.com Intralytics is a biotechnology company focused on the production and marketing
      of products using bacteriophages to control bacterial pathogens in
      environmental, food processing and medical settings.





MicroPeace
      Biotechnology Consulting – Melbourne, AUmicropeace@hotmail.com MicroPeace is developing new compounds for the treatment of drug-resistant
      bacteria. They search for new classes of compounds in novel bacteria. They
      isolate rare bacteria as a service for industrial microbiologists who search
      for
      novel compounds with therapeutic activity.





Novolytics
      Limited – Warwick, Coventry, UKwww.novolytics.co.uk Novolytics was formed in 2002 as a spin-out from the University of Warwick,
      Coventry, UK, to exploit the results of their research into the use of
      bacteriophages to combat bacterial infection, initially antibiotic-resistant
      Staph infections.





Phage
      Biotech, Ltd. – Tel Aviv, Israelwww.page-biotech.com Phage
      Biotech focuses on the development, standardization, production and application
      of lytic bacteriophage technology toward an array of clinical, veterinary,
      agricultural, industrial and ecologic applications. They are conducting
      pre-clinical studies of Psuedomonas Keratitis and Endophthalmitis phage
      treatments.





Phage
      Tech, Inc. – Montreal, Canadawww.phagetech.com PhageTech is a biopharmaceutical company focused on the discovery and
      development of new classes of antibiotics for novel antibacterial targets based
      on phage genomics. PhageTech identifies proteins used by the phages to kill
      bacteria, plus the specific bacterial targets against which those proteins
      interact.





Phage
      International, Inc. Los Altos, California 94024 www.phageinternational.com Phage
      International was formed in July of 2004. The company’s goal is to become a
      primary marketer of bacteriophage therapies in the western world.





**Other
      Risk Factors**





It
      has
      been established that Viridax Corporation may face serious competition coming
      from new discoveries of antibiotics or new classes of agents. In addition to
      such considerations Viridax Corporation faces a number of risk factors, some
      of
      which are outlined below:




8




·
            In
                order to move ahead to establish clinical trials it will require
                considerable funding. There is no assurance that such funding may
                be
                obtained, either from joint venture partners or sales of the Company
                stock.





·
            Viridax
                Corporation is in the development stage and its proposed operations
                are
                subject to all of the risks inherent in the establishment of a new
                business. The Company has no operating revenues and none are expected
                until such time as the products are fully tested and approved in
                the U.S.
                There can be no assurance that the Company will ever achieve
                profitability.





·
            The
                Company is totally dependent upon the technical and management skills
                of
                its present officers and directors. No provision has been developed
                to
                keep these key personnel or to offset their loss with adequate reserves
                or
                insurance.





·
            The
                Company is not trading under any venue of the NASD. Consequently,
                the
                investor has no present means to gain a cash return on their investment.
                Also, there is no present prospect for a sale of the Company. And
                if the
                Company should commence trading there is no way to determine the
                price per
                share on any consistent basis.





·
            Our
                ability to raise additional financing depends on many factors beyond
                our
                control, including the state of capital markets, the status of our
                business and the development or prospects for development of competitive
                business operations by others. The necessary additional financing
                may not
                be available to us or may be available only on terms that would result
                in
                further dilution to the current owners of our common stock. If we
                are
                unable to raise additional funds when we need them, we may have to
                curtail
                or discontinue our operations.





·
            We
                have not paid any dividends on our common stock and do not anticipate
                paying cash dividends in the foreseeable future. Management intends
                to
                retain any earnings to finance the growth of its business. Management
                cannot assure you that the company will ever pay cash dividends.
                Accordingly, holders of our common stock will have to rely on the
                appreciation thereof and the ability to sell shares on the public
                market
                or as a private sale to realize any monies from holding the Company
                stock.





**REGULATORY
      CONSIDERATIONS**





The
      Viridax’ products will be regulated by governing authorities in the United
      States, the UK and the EU, and other countries, both within the International
      Conference on Harmonization (ICH) and without, according to the country’s local
      regulatory requirements. The regulatory process in European Community (EEC)
      is
      similar to that in the USA. The clinical trials process is initiated by filing
      a
      CTX (the US equivalent is the Investigational New Drug Application or IND)
      for
      therapeutic products with the Medicines Control Agency (MCA), which is analogous
      to the US Food and Drug Administration (FDA). The MCA application dossier
      contains, among other sections, (1) A summary of the dossier, (2) Chemical,
      pharmaceutical and biological documentation, (3) Pharmacotoxicolological
      documentation; and, (4) Clinical trials documentation, all of which are similar
      to the US counterpart.




9




In
      the
      US, such products are regulated by the US Food and Drug Administration (FDA)
      pursuant to the federal Food, Drug and Cosmetic Act and the Public Health
      Service Act. These regulations govern preclinical and clinical testing conducted
      to establish safety and effectiveness, product licensure prior to marketing,
      and
      manufacturing compliance. In addition to FDA regulations, the Company is also
      subject to other federal and state regulations, such as the occupational Safety
      and Health Act and the Environmental Protection Act. The major steps required
      before a pharmaceutical agent may be marketed in the US include (1) preclinical
      testing, (2) submission to the FDA of an IND, which must become effective prior
      to commencing human clinical trials, (3) the performance and evaluation of
      scientifically-valid and well-controlled human clinical trials to establish
      safety and efficacy, (4) submission of a New Drug Application (NDA) or a product
      License Application (PLA) to the FDA, and (5) FDA approval of the NDA or PLA
      prior to product commercialization. In additional to obtaining FDA approval
      for
      each product, each drug manufacturing establishment must undergo pre-approval
      inspection by the FDA.





The
      Company’s regulatory strategy is to expedite clinical trials, to enable
      registration and marketing approval through MCA and FDA sanctioned accelerated
      review and approval mechanisms for products for life-threatening diseases or
      products with a compelling pharmacoeconomic benefit. All preclinical studies
      will be conducted in compliance with FDA current Good Laboratory Practices
      (cGLP) guidelines, as well as international standards for worldwide licensing.
      It should be noted that the Company has the alternative development option
      of
      selling its products outside the United States should it encounter difficulties
      in complying with federal requirements that are now unforeseen.





**EMPLOYEES**





At
      the
      present time, the Company President is the only full-time employee.





**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.


10





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
              2.**
            **DESCRIPTION
                OF PROPERTY**





The
      Company owns no real property, nor does it have any leasehold interests at
      this
      time.





The
      Company executive offices are provided, without payment of rent at this time
      at
      270 NW 3rd Court, Boca Raton, Florida. This address is the location of the
      offices of Ledyard H. DeWees, P.A., the law firm representing Viridax
      Corporation which has agreed to provide office space and secretarial assistance
      without charge.




**ITEM
              3.**
            **LEGAL
                PROCEEDINGS**





There
      is
      no litigation of any type whatsoever pending or threatened by or against the
      Company, its officers and/or its directors.




**ITEM
              4.**
            **SUBMISSION
                OF MATTERS TO A VOTE OF SECURITY
                HOLDERS**





Not
      applicable.


11





**PART
      II**





**ITEM
              5.**
            **MARKET
                FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
                ISSUER
                PURCHASES OF EQUITY
                SECURITIES.**





**(A)**
            **MARKET
                INFORMATION**





There
      is
      no public trading market for the Company’s stock.





**(B)**
            **HOLDERS**





There
      are
      193 shareholders of record of the Company’s common stock.





**(C)**
            **DIVIDENDS**





The
      Company has not paid any dividends to date and has no plans to do so in the
      foreseeable future.





**(D)**
                **SECURITIES
                    AUTHORIZED FOR ISSUANCE UNDER EQUITY****COMPENSATION
                    PLANS.**





None.





**(E)**
                **RECENT
                    SALES OF UNREGISTERED
                    SECURITIES**





On
      June
      1, 2005 the Company entered into a Stock Purchase Agreement with Mason-Fenway,
      a
      Seychelle Islands Corporation, for the sale of up to 500,000 shares of its
      common stock. A total of 357,167 shares of common stock were sold in various
      increments at a cash price of $1.00 per share. No commissions were paid. The
      Stock Purchase Agreement was terminated April 25, 2006. The Company claimed
      an
      exemption from registration under Regulation S, as promulgated by the Securities
      and Exchange Commission. The facts relied upon to claim an exemption under
      Regulation S are: (1) the offer and sale of the shares was made in an offshore
      transaction because the purchaser was not a person within the United States
      and
      when all purchases were made the purchaser was outside the United States, (2)
      there were no directed selling efforts because the shares were all sold to
      a
      single entity and the consideration of activities to condition the market with
      respect to the stock being sold was inapplicable. The Company comes within
      the
      Category 2 safe harbor as set forth in Rule 903(c)(2) because the sale of the
      common 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.





On
      July
      1, 2005 the Company entered into a Stock Purchase Agreement with Rowland
      Associates, A BVI limited company, for the sale of 400,000 shares of its common
      stock. A total of 188,173 shares were sold in various increments at a cash
      price
      of $0.80 per share amounting to a total cash price of $153,476 (rounded). No
      commissions were paid. The Stock Purchase Agreement was terminated on April
      25,
      2006. The Company claimed an exemption from registration under Regulation S,
      as
      promulgated by the Securities & Exchange Commission. The facts relied upon
      to claim the Regulation S exemption and the Category 2 safe harbor are identical
      to the facts as specified above in respect to the offer and sale of the common
      stock with Mason-Fenway.




12




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 and to pay the net sum of US $3.50 per share to the Company and
      deliver a copy of the purchaser's subscription agreement. Under this
      arrangement, and within exemptions from the requirements of the prospectus,
      326,929 shares have been sold for a total net cash consideration of $1,144,248
      through the date of this filing. No sales commissions were paid. Final approval
      of the prospectus by the BaFin was obtained September 4, 2006. Subsequently,
      it
      has been necessary to obtain a renewal approval of our prospectus from the
      Bafin. This approval was obtained from the Bafin on January 16,
      2008.





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.




13




On
      April
      12, 2006, with approval of the Board of Directors, the Company entered into
      a
      Stock Purchase Agreement with Innovative Strategies, a Panama Company, for
      the
      sale to Innovative Strategies of up to 1,000,000 shares of the Company's Common
      Stock, at irregular intervals, on a best efforts basis, at US $1.00 per share.
      As of the date of this filing, the Company has sold 22,750 shares for a net
      to
      the Company of $22,750. All shares as sold are subject to Regulation S under
      which the Company has claimed an exemption from registration-. The facts relied
      upon to claim an exemption under Regulation S are: (1) the offer and sale of
      the
      shares was made in an offshore transaction because the purchaser was an entity
      outside of the United States when the purchases were made, (2) there were no
      directed selling efforts because the shares were sold to a Single entity and
      the
      consideration of activities to condition the market with respect to the stock
      being sold was inapplicable. The Company comes within the Category 2 safe harbor
      as set forth in Rule 903(c)(2) because the sale of the common 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. This Agreement
      with Innovative Strategies was terminated by mutual consent on March 30,
      2007.





By
      approval of the Board of Directors, on December 1, 2006 the Company sold 10,000
      shares of its common stock to an unrelated, non-affiliated, and accredited
      individual for net cash proceeds to the Company of $11,200. The Company takes
      the position that this sale is exempt from registration pursuant to Section
      4(2)
      of the Act as being a transaction by the issuer not involving a public offering.
      This was an isolated, restricted, sale to a single individual who is accredited
      within the meaning of that term as set forth in Rule 501 as promulgated by
      the
      United States Securities and Exchange Commission.








**(F)**
            **PURCHASES
                OF EQUITY SECURITIES BY THE SMALL BUSINESS ISSUER AND AFFILIATED
                PURCHASERS**





Not
      applicable.





**ITEM
              6.**
            **PLAN
                OF OPERATION**





At
      the
      present rate of expenditures, with no pending prospect of Company revenues
      from
      operations, the Company estimates that it has funds on hand for the next six
      months, exclusive of the next three quarterly payment requirements of $55,000
      each quarter pursuant to the Research Agreement with Olive-View - UCLA Education
      and Research Institute. However, the Company anticipates that it will derive
      significant cash flow from the sales of its Preferred Stock in Europe (See
      Item
      5, Part II) in amounts sufficient to meet its overall cash demands. Sales of
      preferred stock subsequent to the end of our fiscal year (April 30, 2008) have
      netted cash proceeds to the Company of $124,250. There is no assurance that
      anticipated sales will be realized.




14




A
      long-range objective of Viridax Corporation is to bring forward a series of
      high
      value biopharmaceutical products based on the development of new and modified
      bacteriophages including certain proprietary delivery technologies. While the
      Company has the option of taking its bacteriophage therapy to foreign countries,
      such as phage therapy centers now operating in the Republic of Georgia and
      in
      Mexico, the Company has decided to gain approval under the United States federal
      and state regulations in order to market its products initially in the US.
      As a
      consequence, until all required testing is completed and final approvals
      obtained, the Company will not expect any revenue stream. It does, however,
      expect that funding from sales of its stock will be sufficient to maintain
      the
      Company until revenues in the United States may be obtained.





The
      Company has secured a commercial line of credit with Wachovia Bank, N.A. in
      the
      amount of $200,000 but no cash draws have been made against this
      amount.





Over
      the
      next twelve months, Viridax will continue to use the services of ERI for the
      purposes as set forth in the Research Agreement (See Exhibit 10), which is
      anticipated to include access to human subjects for use in the Company’s first
      clinical trials. In addition, Viridax anticipates working with MDS l’Arbresle to
      design and conduct a series of safety and other preclinical studies. Concurrent
      with this testing, Viridax anticipates initiating scale-up manufacturing in
      compliance with US FDA requirements. In summary, over the next twelve months
      Viridax expects to demonstrate substantial progress in Product Candidate
      manufacturing and preclinical product development, so as to develop and file
      with the US FDA the initial documents in support of the first clinical trials
      for safety.





The
      Company has its President as its present sole full-time salaried employee.
      While
      the Company does anticipate hiring additional employees, no decisions have
      been
      made by the Board of Directors at this time.





**ITEM
              7.**
            **FINANCIAL
                STATEMENTS**





Attached
      audited financial statements for Viridax Corporation, for the year ended April
      30, 2008 are submitted in compliance with Item 310 of Regulation
      S-B.





**ITEM
              8.**
            **CHANGES
                IN AND DISAGREEMENT WITH ACCOUNTANTS ON****ACCOUNTING
                AND FINANCIAL DISCLOSURE.**





Not
      applicable.





**ITEM
              8A.**
            **CONTROLS
                AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      Chief
      Executive Officer and Chief Financial Officer evaluated the effectiveness of
      the
      design and operation of our disclosure controls and procedures (as such term
      is
      defined in rule 13a-15(e)) under the Securities Exchange Act of 1934 (“the
      Exchange Act”). Disclosure controls and procedures are the controls and other
      procedures that we designed to ensure that we record, process, summarize and
      report in a timely manner the information we must disclose in reports that
      we
      file with or submit to the Securities and Exchange Commission under the Exchange
      Act. Based on this evaluation, our Chief Executive Officer and Chief Financial
      Officer have concluded that our disclosure controls and procedures were
      effective as of the end of the period covered by this report.




15




**Management’s
      Annual Report on Internal Control Over Financial
      Reporting**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting and for the assessment of the effectiveness of those
      internal controls. As defined by the SEC, internal control over financial
      reporting is a process designed by our principal executive officer and principal
      financial officer, to provide reasonable assurance regarding the reliability
      of
      financial reporting and the preparation of the financial statements in
      accordance with U.S. generally accepted accounting principles.





Because
      of its inherent limitation, internal control over financial reporting may not
      prevent or detect misstatements. Also, projections of any evaluation of
      effectiveness to future periods are subject to the risk that controls may become
      inadequate because of changes in conditions, or that the degree of compliance
      with the policies or procedures may deteriorate.





The
      Company’s Chief Executive Officer and Chief Financial Officer have assessed the
      effectiveness of our internal control over financial reporting as of April
      30,
      2008. In making this assessment, management used the criteria set forth by
      the
      Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
      Internal Control-Integrated Framework. Based on our assessment and those
      criteria, Chief Executive Officer and Chief Financial Officer has concluded
      that
      our internal control over financial reporting was effective as of April 30,
      2008.





This
      annual report does not include an attestation report of the company’s registered
      public accounting firm regarding internal control over financial reporting.
      Management’s report was not subject to attestation by the Company’s 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 annual report.





**Changes
      in Internal Control Over Financial Reporting**





There
      were no changes in our internal control over financial reporting or in other
      factors identified in connection with the evaluation required by paragraph
      (d)
      of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fourth quarter
      ended April 30, 2008, that have materially affected, or are reasonably likely
      to
      materially affect, our internal control over financial reporting.




**ITEM
              8B.**
            **OTHER
                INFORMATION**





**** Not
      applicable


16




**PART
      III**





**ITEM9.**
            **DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH
                SECTION
                16(a) OF THE EXCHANGE ACT**




**(A)**
            **IDENTIFY
                DIRECTORS AND EXECUTIVE
                OFFICERS**




**Name**
            **Age**
            **Position**Richard
                C. Honour
            68
            President,
                Chief Executive OfficerDirector,
                ChairmanKenneth
                E. Lehman
            62
            Chief
                Financial OfficerDirectorLedyard
                H. DeWees
            76
            SecretaryMichael
                C. Maloney
            57
            DirectorJavid
                Sheikh
            54
            Director





**Richard
      C. Honour, Ph.D., President and CEO, Director**





From
      1997-2002, Dr. Honour served as the President and CEO of Phage Therapeutics,
      Inc. and Phage Therapeutics International, Inc. companies involved in the
      discovery and development of bacteriophage pharmaceutical products for the
      treatment of antibiotic-resistant and other bacterial infections. In 2003 he
      served as a Director of Phage Genomics, Inc., a company also involved in the
      discovery and development of bacteriophage pharmaceutical products for the
      treatment of antibiotic-resistant and other bacterial infections. In 2002,
      to
      the present day he is a Director of Eulara Corporation, a company that develops
      and markets skin care products and dietary supplements. He is also the current
      President of Mycobis Corporation, a Florida biopharmaceutical company formed to
      discover and develop bacteriophage therapeutic agents for the treatment of
      antibiotic-resistant and sensitive bacterial pathogens. Dr. Honour was named
      to
      the Board of Directors on April 25, 2005.





**Ledyard
      H. DeWees, Esq., Secretary**





Mr.
      DeWees is an attorney and a member of the Florida Bar since 1959. For the past
      five years he has limited his practice to corporate and securities laws. He
      was
      named as Secretary on April 25, 2005.





17





**Michael
      C. Maloney, RAC, Director**





Mr.
      Maloney has 28 years of experience in FDA regulated medical products including
      medical devices, in vitro diagnostics, drugs, biologics, critical care
      monitoring equipment and contract manufacturing. He was President and CEO of
      La
      Haye Laboratories, Inc. from 1997-2001 and President and CEO of Emerald
      Pharmaceuticals, L.P. from 2001-2004. He is currently Senior Regulatory Affairs
      Specialist of ZymoGenetics, Inc. Mr. Maloney holds a BA in Biological Sciences
      from San Jose State University and is regulatory affairs certified (RAC) through
      the Regulatory Affairs Professional Society. He was named to the Board of
      Directors on April 25, 2005.





**Javaid
      L Sheikh, MD, MBA, Director**





Dr.
      Sheikh. has served as Associate Professor of Psychiatry, Stanford School of
      Medicine, from 1993 to the present day. From 1997 to the present he is also
      the
      Associate Chief of Staff for Mental Health, Veterans Affairs Palo Alto Health
      Care System and Staff Physician, Psychiatry Service, VA, Palo Alto Health Care
      System. In addition to his university teaching, research and physician practice
      responsibilities, Dr. Sheikh is also Scientific Advisor and Consultant for
      seven
      multinational pharmaceutical companies. He is the author or co-author on more
      than 100 peer-reviewed articles and abstracts in various fields of psychiatry
      and behavioral sciences. He was named to the Board of Directors on April 25,
      2005. Dr. Sheikh is also a Director of Liska Biometry, a reporting
      company.





**Kenneth
      E. Lehman, MBA, Chief Financial Officer, Director**





Mr.
      Lehman has more than 28 years of experience in managerial accounting and project
      management. He has corporate operational experience in general accounting with
      specific emphasis on budgets, financial statements and analysis, accounting
      policies and procedures, fixed asset management and auditing. While a New
      Ventures Manager at US West, Inc. from 1972 - 2000, Mr. Lehman established
      and
      implemented regional non-regulated accounting procedures for Wireless PCS
      equipment and Spectrum licenses. From 2000-2002 he was controller of Phage
      therapeutics, Inc. and from 2002-2005 he was Vice President of Mycobis
      Corporation. He was named to the Board of directors on April 29,
      2005.





**(B)**
            **Family
                Relationships**





Not
      applicable.





**(C)**
            **INVOLVEMENT
                IN CERTAIN LEGAL
                PROCEEDINGS**





Not
      applicable.





**(D)**
            **AUDIT
                COMMITTEE, FINANCIAL
                EXPERT**





The
      audit
      committee has one financial expert serving on its audit committee. The name
      of
      the financial expert is Kenneth E. Lehman, MBA. Mr. Lehman holds a Bachelor
      of
      Arts, Accounting, degree from the University of Washington and a Masters of
      business Administration, Finance and Accounting, degree (1986) from City
      University, Seattle. Mr. Lehman is independent as provided within Schedule
      14A
      of Regulation S-B in that, other than his capacity as an officer and director
      of
      the Company, he does and has not accepted directly or indirectly any consulting,
      advisory, or other compensatory fee from the Company and is not an affiliated
      person of the Company.




18




**(E)**
                **IDENTIFICATION
                    OF THE AUDIT
                    COMMITTEE**





The
      Company has established a separately-designated standing audit committee in
      accordance with Section 3(a)(58)(A) of the Exchange Act (15 USC 78c(a)(58)(A)
      ).
      The members of this committee are Kenneth E. Lehman, Chief Financial Officer,
      and Richard C. Honour, President.





The
      audit
      committee has adopted a formal charter specifying (i) the scope of the audit
      committee’s responsibilities and how to carry out those responsibilities,
      including structure, processes and membership requirements, (ii) receipt from
      the outside auditor of a formal written statement delineating all relationships
      between the auditor and the Company, consistent with Independence Standards
      Boards Standard I, and the Committee’s responsibility for actively engaging in
      communications with the auditor pertaining to any relationships that may impact
      the objectivity of the auditor and (iii) items pertaining to the outside
      auditor’s accountability to the Board of Directors and the audit
      committee.





The
      audit
      committee has also adopted guidelines and procedures consistent with the
      requirements and standards of Section 301 of the Sarbanes-Oxley Act of 2002,
      amending Section 10A of the Securities Exchange Act of 1934.





**(F)**
            **CODE
                OF ETHICS**





The
      Company has adopted a Code of Ethics that applies to the Company’s chief
      executive officer, principal accounting officer or controller, or employees
      of
      whatever designation performing similar functions.





For
      purposes of clarification, the term “code of ethics” means the written standards
      that are reasonably designed to deter wrongdoing and to promote:





·
            *Honest
                and ethical conduct, including*the
                ethical handling of actual or apparent*conflicts
                of interest*between personal and professional
                relationships.




·
            *Full,
                fair, accurate timely and understandable*disclosure
                in the periodic reports required to be filed by the
                company.




·
            *Compliance
                with applicable governmental laws, rules and
                regulations.*




·
            *Prompt
                internal reporting to the appropriate persons identified in the code
                of
                violations of the code; and*


·
              *Accountability
                  for adherence to the
                  code.*




The
      full
      text of the Company’s “Code of Business Conduct and Ethics” is included herein
      by reference. See Exhibit 13. The company will provide to any person without
      charge a copy of its Code of Business conduct and Ethics upon receiving a
      written request therefore at the main office of the Company, delivered by letter
      or facsimile form.




19




**ITEM
              10.**
            **EXECUTIVE
                COMPENSATION**





**(a)**
                **GENERAL**




The
      salary compensation for Richard C. Honour, President, is $5,000 monthly. There
      are no other compensation arrangements.




**(b)**
            **SUMMARY
                COMPENSATION TABLE**




Not
      applicable. No executive compensation plan is under consideration.




**(c)**
            **OPTION/SAR
                GRANTS TABLE**




Not
      applicable.




**(d)**
                **AGGREGATED
                    OPTION/SAR EXERCISES AND FISCAL YEAR-END OPTIONS/SAR VALUE
                    TABLE**





Not
      applicable.





**(e)**
                **LONG-TERM
                    INCENTIVE PLAN (****A****LTIP****@****)
                    AWARDS TABLE**





Not
      applicable.





**(f)**
                **COMPENSATION
                    OF DIRECTORS**





There
      are
      no arrangements whatsoever pertaining to compensation for the directors,
      including expense reimbursement.





**(g)**
                **EMPLOYMENT
                    CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
                    ARRANGEMENTS**





Not
      applicable.





**(h)**
                **REPORT
                    ON REPRICING OF
                    OPTIONS/SAR’s**





Not
      applicable.





**ITEM
              11.**
            **SECURITY
                OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDER MATTERS**





**(a)**
                **SECURITIES
                    AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION
                    PLANS**





None





**(b)**
                **SECURITY
                    OWNERSHIP OF CERTAIN BENEFICIAL
                    OWNERS**





The
      table
      below lists the beneficial ownership of the Company’s voting securities by each
      person known by the Company to be the beneficial owner of more than 5% of such
      voting securities.




20




Title
                of Class
            
            Name
                and Address
              of
                Beneficial Owner
            
            Amount
                and Nature
              of
                Beneficial Owner
            
            Percent
                of
              ClassCommon
            
            Brett
                L. DeWees
              737
                SE 1stWay, Apt. 107
              Deerfield
                Beach, FL 33441
            
            5,914,153
                shares
              Direct
                Ownership
            
            24.30%Common
            
            Mycobis
                Corporation
              19211
                64thPlace, NE
              Kenmore,
                WA 98028
            
            8,000,000
                shares
              Direct
                Ownership
            
            32.87%





(C)
            **SECURITY
                OWNERSHIP OF MANAGEMENT**





Name
                and Address
            
            Amount
                and Nature
            
            Percent
                ofTitle
                of Class
            
            of
                Beneficial Owner
            
            of
                Beneficial Owner
            
            ClassCommon
            
            Javaid
                Sheikh
            
            250,000
                shares
              Direct
                Ownership
            
            1.03%





Note:
      No
      listed beneficial owner has the right to acquire options, warrants, rights,
      conversion privileges or similar obligations.





(D)
            **CHANGES
                IN CONTROL**





Not
      applicable





**ITEM
              12.**
            **CERTAIN
                RELATIONSHIPS AND RELATED
                TRANSACTIONS**





Not
      applicable




21




**ITEM
              13.**
            **EXHIBITS**





**(a)
      INDEX TO EXHIBITS**





**Exhibit
                Number**
            
            **Page
                Number**
            
            **Description**3(i)(a)
            
            
            
            *Articles
                of Incorporation ofMedia
                Advisory Group, Inc.3(i)(b)
            
            
            
            *Certification
                of Reinstatement3(i)(c)
            
            
            
            *Articles
                of Amendment changing name to I & E Tropicals, Inc.3(i)(d)
            
            
            
            **Articles
                of Amendment changing name to Viridax Corporation3(ii)
            
            
            
            *Bylaws
                of Viridax Corporation10
            
            
            
            **Asset
                Purchase Agreement10
            
            E-1
            
            ***Research
                Agreement14
            
            
            
            **Code
                of Ethics31.1
            
            E-9
            
            Certification
                by President31.2
            
            E-11
            
            Certification
                by Chief Financial Officer32.1
            
            E-13
            
            Certification,
                18 U.S.C.32.2
            
            E-14
            
            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.


22


**(b)
      REPORTS ON FORM 8-K**





None.





**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**





**(A)
      Audit Fees**





The
      aggregate fees billed for professional services rendered for the audit of annual
      financial statements included in Form 10-KSB for the fiscal year ended April
      30,
      2008 and for the review of quarterly financial statements included in Form
      10-QSB for the quarters ended July 31, 2007, October 31, 2007 and January 31,
      2008 were $27,250.





The
      aggregate audit fees billed for professional services rendered for the audit
      of
      annual financial statements included in Form 10-KSB for the fiscal year ended
      April 30, 2007 and for the review of quarterly financial statements included
      in
      Form 10-QSB for the quarters ended July 21, 2006, October 31, 2006 and January
      31, 2007 were $26,000.





**(B)**  **Audit-Related
      Fees**





None.





**(C)**  **Tax
      Fees**





The
      aggregate fees billed in each of the last two fiscal years for professional
      services rendered by the principal accountants for tax compliance, tax advice,
      and tax planning for the fiscal years ended April 30, 2008 and 2007 was $700
      and
      $600, respectively. The services comprising these fees were for the preparation
      of federal and state tax returns





**(D)
      All Other Fees**





None.





**(E)
      Pre-Approval Policies**





The
      Audit
      Committee is required to pre-approve all auditing services and permitted
      non-audit services (including the fees and terms thereof) to be performed for
      the Company by its independent auditor, subject to the de minimis exception
      for
      non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange
      Act of 1934 that are approved by the Audit Committee prior to the completion
      of
      the audit.


23





**SIGNATURES**





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





Dated:
                August 13, 2008
            By:
            /s/
                Richard C. HonourName:
                Richard C. HonourTitle:
                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 DirectorRichard
                C. Honour/s/
                Ledyard H. DeWees
            
            SecretaryLedyard
                H. DeWees/s/
                Michael C. Maloney
            
            DirectorMichael
                C. Maloney/s/
                Javaid Sheikh
            
            DirectorJavaid
                Sheikh/s/
                Kenneth E. Lehman
            
            Chief
                Financial OfficerKenneth
                E. Lehman
            
            Director




24







**VIRIDAX
      CORPORATION**





**(A
      Development Stage Company)**





**FINANCIAL
      STATEMENTS**





**APRIL
      30, 2008**












**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**





**CONTENTS**





PAGEReport
                of Independent Registered Public Accounting Firm
            
            F-1Financial
                Statements:Balance
                Sheet
            
            F-2Statements
                of Operations
            
            F-3Statements
                of Changes in Stockholders’ Equity (Deficit)
            
            F-4
                to F-7Statements
                of Cash Flows
            
            F-8
                to F-9Notes
                to Financial Statements
            
            F-10
                to F-19









Report
        of
        Independent Registered Public Accounting Firm
 
 To
        The
        Board of Directors
 Viridax
        Corporation
 
 We
        have
        audited the accompanying balance sheet of Viridax Corporation (a development
        stage company), as of April 30, 2008 and the related statements of operations,
        changes in stockholders' equity (deficit) and cash flows for the years ended
        April 30, 2008 and 2007 and for the period from July 1, 1998 (inception)
        through
        April 30, 2008. These financial statements are the responsibility of the
        Company's management. Our responsibility is to express an opinion on these
        financial statements based on our audits.
  We
        conducted our audits in accordance with standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audits provide a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly, in all
        material respects, the financial position of Viridax Corporation (a development
        stage company) as of April 30, 2008, and the results of its operations and
        its
        cash flows for the years ended April 30, 2008 and 2007 and for the period
        from
        July 1, 1998 (inception) through April 30, 2008 in conformity with accounting
        principles generally accepted in the United States.
 
 The
        accompanying financial statements have been prepared assuming the Company
        will
        continue as a going concern. As discussed in Note 9 to the financial statements,
        the Company is still in the development stage with an accumulated deficit
        of
        $1,802,720, and, since inception, a negative cash flow from operations of
        $1,548,046. These factors raise substantial doubt about its ability to continue
        as a going concern. Management’s plans regarding this matter are also described
        in Note 9. The accompanying financial statements do not include any adjustments
        that might result from the outcome of this uncertainty.
  August
                  12, 2008
              /s/
                  Earl M. Cohen, C.P.A., P.A.Boca
                  Raton, Florida
              Certified
                  Public Accountant
  F-1
  **VIRIDAX
        CORPORATION**


**(A
      Development Stage Company)**


**BALANCE
      SHEET**


**APRIL
      30, 2008**








**ASSETS**CURRENT
                ASSETSCash
            
            $
            41,429Notes
                receivable and accrued interest - related party
            
            
            28,999Prepaid
                expenses
            
            
            54,171Total
                Current Assets
            
            
            124,599COMPUTER
                AND LABORATORY EQUIPMENT - NET
            
            
            31,212OTHER
                ASSETBacteriophage
                material
            
            
            1,830,000TOTAL
                ASSETS
            
            $
            1,985,811**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**CURRENT
                LIABILITIESAccounts
                payable and accrued expenses
            
            $
            106,336STOCKHOLDERS’
                EQUITY
            
            
            1,879,475TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY
            
            $
            1,985,811





Read
      accompanying Notes to Financial Statements.


F-2





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF OPERATIONS**





Year Ended
              April 30,
              2008
            
            Year Ended
              April 30,
              2007
            
            July
                1,
              1998
              (Inception)
                to April 30,
              2008REVENUE
            
            $
            -
            
            $
            -
            
            $
            735EXPENSESGeneral
                and administrative
            
            
            688,854
            
            
            371,585
            
            
            1,633,455Impairment
                of bacteriophage material
            
            
            45,000
            
            
            125,000
            
            
            170,000Total
                Expenses
            
            
            733,854
            
            
            496,585
            
            
            1,803,455NET
                (LOSS)
            
            $
            (733,854
            )
            $
            (496,585
            )
            $
            (1,802,720
            )(LOSS)
                PER SHARE
            
            $
            (.03
            )
            $
            (.02
            )
            $
            (.12
            )WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
            
            
            24,344,275
            
            
            24,328,204
            
            
            14,435,657





Read
      accompanying Notes to Financial Statements.


F-3





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**


**PERIOD
      FROM JULY 1, 1998 (INCEPTION) THROUGH APRIL 30, 2008**





DeficitAccumulatedPreferred Stock
            
            Common Stock
            
            Additional
            
            Stock
            
            During theNumber of
            
            Par
            
            Number of
            
            Par
            
            Paid-In
            
            Subscription
            
            DevelopmentShares
            
            Value
            
            Shares
            
            Value
            
            Capital
            
            Receivable
            
            Stage
            
            TotalJuly
                15, 1998Common
                shares issued to founders for services rendered ($.001 per
                share)
            
            
            -
            
            $
            -
            
            
            4,000,000
            
            $
            4,000
            
            $
            1,000
            
            $
            -
            
            $
            -
            
            $
            5,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (5,000
            )
            
            (5,000
            )Balance
                - April 30, 1999
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            4,000
            
            
            1,000
            
            
            -
            
            
            (5,000
            )
            
            -Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - April 30, 2000
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            4,000
            
            
            1,000
            
            
            -
            
            
            (5,000
            )
            
            -Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Balance
                - April 30, 2001
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            4,000
            
            
            1,000
            
            
            -
            
            
            (5,000
            )
            
            -Common
                  shares issued for cash ($.001 per share)September
                2001
            
            
            -
            
            
            -
            
            
            1,120,000
            
            
            1,120
            
            
            280
            
            
            -
            
            
            -
            
            
            1,400October
                2001
            
            
            -
            
            
            -
            
            
            10,480,000
            
            
            10,480
            
            
            2,620
            
            
            -
            
            
            -
            
            
            13,100Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (4,343
            )
            
            (4,343
            )Balance
                - April 30, 2002
            
            
            -
            
            
            -
            
            
            15,600,000
            
            
            15,600
            
            
            3,900
            
            
            -
            
            
            (9,343
            )
            
            10,157Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (8,956
            )
            
            (8,956
            )Balance
                - April 30, 2003
            
            
            -
            
            
            -
            
            
            15,600,000
            
            
            15,600
            
            
            3,900
            
            
            -
            
            
            (18,299
            )
            
            1,201Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (6,790
            )
            
            (6,790
            )Conversion
                of net stockholders loans to additional paid-in capital
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            245
            
            
            -
            
            
            -
            
            
            245Balance
                - April 30, 2004
            
            
            -
            
            
            -
            
            
            15,600,000
            
            
            15,600
            
            
            4,145
            
            
            -
            
            
            (25,089
            )
            
            (5,344
            )





Read
      accompanying Notes to Financial Statements.


F-4





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENT
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)**


**PERIOD
      FROM JULY 1, 1998 (INCEPTION) THROUGH APRIL 30, 2008**





DeficitAccumulatedPreferred Stock
            
            Common Stock
            
            Additional
            
            Stock
            
            During theNumber of
            
            Par
            
            Number of
            
            Par
            
            Paid-In
            
            Subscription
            
            DevelopmentShares
            
            Value
            
            Shares
            
            Value
            
            Capital
            
            Receivable
            
            Stage
            
            TotalBalances
                forward
            
            
            -
            
            $
            -
            
            
            15,600,000
            
            $
            15,600
            
            $
            4,145
            
            $
            -
            
            $
            (25,089
            )
            $
            (5,344
            )April
                2005Common
                shares issued for cash ($.25 per share)
            
            
            -
            
            
            -
            
            
            160,000
            
            
            160
            
            
            39,840
            
            
            -
            
            
            -
            
            
            40,000Common
                shares issued for purchase of bacteriophage material ($.25 per
                share)
            
            
            -
            
            
            -
            
            
            8,000,000
            
            
            8,000
            
            
            1,992,000
            
            
            -
            
            
            -
            
            
            2,000,000Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (12,101
            )
            
            (12,101
            )Conversion
                of notes payable and accrued interest and net stockholders loans
                to
                additional paid-in capital
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            13,551
            
            
            -
            
            
            -
            
            
            13,551Balance
                - April 30, 2005
            
            
            -
            
            
            -
            
            
            23,760,000
            
            
            23,760
            
            
            2,049,536
            
            
            -
            
            
            (37,190
            )
            
            2,036,106July
                1, 2005Common
                shares issued for cash and stock subscription receivable ($.80 per
                share)
            
            
            -
            
            
            -
            
            
            400,000
            
            
            400
            
            
            319,600
            
            
            (280,000
            )
            
            -
            
            
            40,000June
                2005 through April 2006Common
                shares issued for cash ($1 per share)
            
            
            -
            
            
            -
            
            
            357,167
            
            
            357
            
            
            356,810
            
            
            -
            
            
            -
            
            
            357,167Payments
                received on stock subscription receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            113,476
            
            
            -
            
            
            113,476-
            
            
            -
            
            
            24,517,167
            
            
            24,517
            
            
            2,725,946
            
            
            (166,524
            )
            
            (37,190
            )
            
            2,546,749




Read
      accompanying Notes to Financial Statements.




F-5





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)**


**PERIOD
      FROM JULY 1, 1998 (INCEPTION) THROUGH APRIL 30, 2008**


DeficitAccumulatedPreferred Stock
              
              Common Stock
              
              Additional
              
              Stock
              
              During theNumber of
              
              Par
              
              Number of
              
              Par
              
              Paid-In
              
              Subscription
              
              DevelopmentShares
              
              Value
              
              Shares
              
              Value
              
              Capital
              
              Receivable
              
              Stage
              
              TotalBalance
                  forward
              
              
              -
              
              
              -
              
              
              24,517,167
              
              
              24,517
              
              
              2,725,946
              
              
              (166,524
              )
              
              (37,190
              )
              
              2,546,749Reversal
                  of stock subscription receivable due to cancellation of stock purchase
                  agreement
              
              
              -
              
              
              -
              
              
              (211,827
              )
              
              (212
              )
              
              (166,312
              )
              
              166,524
              
              
              -
              
              
              -Reclassification
                  of additional funds received from stock purchase
                  agreements
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              21,808
              
              
              -
              
              
              -
              
              
              21,808Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (535,091
              )
              
              (535,091
              )Balance
                  - April 30, 2006
              
              
              -
              
              
              -
              
              
              24,305,340
              
              
              24,305
              
              
              2,581,442
              
              
              -
              
              
              (572,281
              )
              
              2,033,466May
                  through August 2006Common
                  shares issued for cash ($1 per share)
              
              
              -
              
              
              -
              
              
              22,750
              
              
              23
              
              
              22,727
              
              
              -
              
              
              -
              
              
              22,750December
                  2006Common
                  shares issued for cash ($1.40 per share) net of
                  commissions
              
              
              -
              
              
              -
              
              
              10,000
              
              
              10
              
              
              11,190
              
              
              -
              
              
              -
              
              
              11,200May
                  2006 through April 2007Preferred
                  shares issued for cash ($7.00 per share) net of
                  commissions
              
              
              44,500
              
              
              44,500
              
              
              -
              
              
              -
              
              
              111,250
              
              
              -
              
              
              -
              
              
              155,750Net
                  (loss)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (496,585
              )
              
              (496,585
              )Balance
                  - April 30, 2007
              
              
              44,500
              
              
              44,500
              
              
              24,338,090
              
              
              24,338
              
              
              2,726,609
              
              
              -
              
              
              (1,068,866
              )
              
              1,726,581





Read
      accompanying Notes to Financial Statements.


F-6


**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (CONTINUED)**


**PERIOD
      FROM JULY 1, 1998 (INCEPTION) THROUGH APRIL 30, 2008**





DeficitAccumulatedPreferred
                Stock
            
            Common
                Stock
            
            Additional
            
            Stock
            
            During
                theNumber of
            
            Par
            
            Number
                of
            
            Par
            
            Paid-In
            
            Subscription
            
            DevelopmentShares
            
            Value
            
            Shares
            
            Value
            
            Capital
            
            Receivable
            
            Stage
            
            TotalBalance
                forward
            
            
            44,500
            
            
            44,500
            
            
            24,338,090
            
            
            24,338
            
            
            2,726,609
            
            
            -
            
            
            (1,068,866
            )
            
            1,726,581May
                2007 through April 2008Preferred
                shares issued for cash ($7.00 per share) net of
                commissions
            
            
            246,929
            
            
            246,929
            
            
            -
            
            
            -
            
            
            617,319
            
            
            -
            
            
            -
            
            
            864,248June
                2007Payment
                of accounts payable by stockholder
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            22,500
            
            
            -
            
            
            -
            
            
            22,500September
                2007 and February 2008Conversion
                of preferred stock to common
            
            
            (2,500
            )
            
            (2,500
            )
            
            11,000
            
            
            11
            
            
            2,489
            
            
            -
            
            
            -
            
            
            -Net
                (loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (733,854
            )
            
            (733,854
            )Balance
                - April 30, 2008
            
            
            288,929
            
            $
            288,929
            
            
            24,349,090
            
            $
            24,349
            
            $
            3,368,917
            
            $
            -
            
            $
            (1,802,720
            )
            $
            1,879,475





Read
      accompanying Notes to Financial Statements.


F-7





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS**





Year Ended
              April 30,
              2008
            
            Year Ended
              April 30,
              2007
            
            July 1,
              1998
              (Inception)
              to April 30,
              2008CASH
                FLOWS FROM OPERATING ACTIVITIES:Net
                (loss)
            
            $
            (733,854
            )
            $
            (496,585
            )
            $
            (1,802,720
            )Adjustments
                to reconcile net (loss) to cash (used in) operating
                activities:Depreciation
            
            
            4,364
            
            
            1,352
            
            
            6,032Impairment
                of bacteriophage material
            
            
            45,000
            
            
            125,000
            
            
            170,000Common
                shares issued for services rendered
            
            
            -
            
            
            -
            
            
            5,000Conversion
                of accrued interest to additional paid-in capital
            
            
            -
            
            
            -
            
            
            576Decrease
                in miscellaneous receivable
            
            
            -
            
            
            511
            
            
            -(Increase)
                in accrued interest receivable
            
            
            (870
            )
            
            (680
            )
            
            (1,599
            )(Increase)
                in prepaid expenses
            
            
            (54,171
            )
            
            -
            
            
            (54,171
            )(Decrease)
                increase in accrued interest payable
            
            
            (256
            )
            
            256
            
            
            -(Decrease)
                increase in accounts payable and accrued expenses
            
            
            (40,766
            )
            
            162,986
            
            
            128,836NET
                CASH (USED IN) OPERATING ACTIVITIES
            
            
            (780,553
            )
            
            (207,160
            )
            
            (1,548,046
            )CASH
                FLOWS FROM INVESTING ACTIVITIES:Purchase
                of computer and laboratory equipment
            
            
            (32,893
            )
            
            (924
            )
            
            (37,244
            )Increase
                in note receivable - related parties
            
            
            (27,000
            )
            
            (7,700
            )
            
            (38,700
            )Repayment
                of loans receivable - related parties
            
            
            11,300
            
            
            -
            
            
            11,300Increase
                in loans receivable - stockholder
            
            
            -
            
            
            -
            
            
            (12,000
            )Repayments
                of loans receivable - stockholder
            
            
            -
            
            
            -
            
            
            4,000NET
                CASH (USED IN) INVESTING ACTIVITIES
            
            
            (48,593
            )
            
            (8,624
            )
            
            (72,644
            )





Read
      accompanying Notes to Financial Statements.


F-8




**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**STATEMENTS
      OF CASH FLOWS (CONTINUED)**





Year Ended
              April 30,
              2008
            
            Year Ended
              April 30,
              2007
            
            July 1,
              1998(Inception)
              to April 30,
              2008CASH
                FLOWS FROM FINANCING ACTIVITIES:Issuance
                of common stock
            
            
            -
            
            
            33,950
            
            
            507,425Issuance
                of preferred stock, net
            
            
            864,248
            
            
            155,750
            
            
            1,019,998Payments
                on stock subscription receivable
            
            
            -
            
            
            -
            
            
            113,476Proceeds
                of note payable - related party
            
            
            -
            
            
            6,000
            
            
            6,000Repayment
                of note payable - related party
            
            
            (6,000
            )
            
            -
            
            
            (6,000
            )Proceeds
                of notes payable
            
            
            -
            
            
            -
            
            
            5,000Increase
                in amount due to stockholder
            
            
            -
            
            
            -
            
            
            16,220NET
                CASH PROVIDED BY FINANCING ACTIVITIES
            
            
            858,248
            
            
            195,700
            
            
            1,662,119NET
                INCREASE (DECREASE) IN CASH
            
            
            29,102
            
            
            (20,084
            )
            
            41,429CASH
                - BEGINNING
            
            
            12,327
            
            
            32,411
            
            
            -CASH
                - ENDING
            
            $
            41,429
            
            $
            12,327
            
            $
            41,429SUPPLEMENTAL
                DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:Common
                shares issued for services rendered.
            
            $
            -
            
            $
            -
            
            $
            5,000Common
                shares issued for purchase of bacteriophage material.
            
            $
            -
            
            $
            -
            
            $
            2,000,000Conversion
                of notes payable and accrued interest and net stockholders loans
                to
                additional paid-in capital.
            
            $
            -
            
            $
            -
            
            $
            13,796Accounts
                payable paid on behalf of Company by stockholder.
            
            $
            22,500
            
            $
            -
            
            $
            22,500Conversion
                of preferred shares for common.
            
            $
            8,750
            
            $
            -
            
            $
            8,750





Read
      accompanying Notes to Financial Statements.


F-9





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
                  1.**
                **ORGANIZATION**





Viridax
      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’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**





**Computer
      and Laboratory Equipment**





Computer
      and laboratory equipment is recorded at cost. Expenditures for major betterments
      and additions are charged to the property and equipment accounts, while
      replacements, maintenance and repairs which do not improve or extend the life
      of
      the respective assets are expensed. **** Depreciation
      is computed by the straight-line method over the estimated useful lives of
      the
      assets ranging from three to seven years.


F-10





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





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





**Bacteriophage
      Material**





On
      April
      24, 2005 the Company entered into an agreement with a biomedical company to
      purchase certain Staphylococcus aureus bacteriophages in exchange for 2,000,000
      shares of common stock. The bacteriophages were valued at $2 million based
      upon
      the Company’s most recent sale of common stock for cash. The Company intends to
      expedite the commercialization of the bacteriophages by obtaining financing
      to
      complete pre-clinical testing and initiate clinical trials in order to obtain
      regulatory approval for marketing. **** In
      the
      alternative, a market currently exists for the bacteriophage material in certain
      countries outside the United States.





The
      Company accounts for any impairment in accordance with SFAS No. 142, “Goodwill
      and Other Intangible Assets.” In accordance with SFAS No. 142, intangible assets
      are reviewed for evidence or changes in circumstances that indicate that their
      carrying value may not be recoverable. The Company periodically reviews the
      carrying value to determine whether or not an impairment to such value has
      occurred. As of April 30, 2008 and 2007, an impairment of $45,000 and $125,000
      was recognized pursuant to the results of an independent valuation of the
      bacteriophage material, respectively.




**Income
      Taxes**





Deferred
      income taxes are provided for differences between the basis of assets and
      liabilities for financial and income tax reporting. A valuation allowance is
      provided against deferred income tax assets in circumstances where management
      believes recoverability of a portion of the assets is not reasonably
      assured.


F-11




**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





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





**(Loss)
      Per Share**





(Loss)
      per share is computed by dividing net (loss) for the year 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 was anti-dilutive.





**Statement
      of Cash Flows**





For
      purposes of this statement the Company considers all highly liquid investments
      with an original maturity of three months or less to be cash equivalents. As
      of
      April 30, 2008, the Company had no cash equivalents.





**Use
      of Estimates**





Management
      uses estimates and assumptions in preparing financial statements in accordance
      with generally accepted 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.




**NOTE
              3.**
            **PREPAID
                EXPENSES**





On
      July
      9, 2007, the Company entered into a one year agreement with a nonprofit medical
      facility to perform laboratory work that will support the manufacture of the
      bacteriophage material for a fee of $212,660. The fee is being expensed over
      the
      term of the agreement. For the year ended April 30, 2008, the amount expensed
      was $172,459. As of April 30, 2008, prepaid expense relating to this agreement
      was $40,201.





F-12




**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
              3.**
            **PREPAID
                EXPENSES (CONTINUED****)**




On
      April
      11, 2008, the Company entered into a five year agreement with a pharmacology
      service company to perform various bacteriophage studies and clinical testing.
      The Company has initially contracted for two studies for a total fee of $13,840.
      As of April 30, 2008, prepaid expense relating to these studies was
      $4,470.





**NOTE
                  4.**
                **COMPUTER
                    AND LABORATORY
                    EQUIPMENT**





As
      of
      April 30, 2008, computer and laboratory equipment was  as
      follows:




Computer
                equipment
            
            $
            15,597Laboratory
                equipment
            
            
            21,64737,244Accumulated
                depreciation
            
            
            (6,032
            )Laboratory
                and computer equipment-net
            
            $
            31,212





During
      the years ended April 30, 2008 and 2007, depreciation expense was $4,364 and
      $1,352, respectively.





**NOTE
                  5.**
                **INCOME
                    TAXES**





As
      of
      April 30, 2008, no deferred income taxes have been recorded due to the Company
      having no history of profitable operations. **** Significant
      components of the Company’s net deferred **** income
      taxes are as follows:





Net
                operating loss carryforwards
            
            $
            568,250Start-up
                expenditures
            
            
            1,750570,000Less:
                Valuation allowance
            
            
            (570,000
            )Net
                deferred income tax asset
            
            $
            -




F-13





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
                  5.**
                **INCOME
                    TAXES**





During
      the year ended April 30, 2008, the valuation allowance increased by
      $221,950.





The
      reconciliation of income tax (benefit) computed at the federal statutory rate
      to
      income tax expense (benefit) is as follows:





2008
            
            2007Tax
                (benefit) at federal statutory rate
            
            
            (34.00
            )%
            
            (34.00
            )%State
                tax (benefit), net of federal benefit
            
            
            (3.63
            )
            
            (3.63
            )Valuation
                allowance
            
            
            37.63
            
            
            37.63Tax
                provision (benefit)
            
            
            00.00
            %
            
            00.00
            %





The
      Company has net operating loss carryforwards for federal and state purposes
      of
      approximately $1,524,300 available to offset future taxable income. The net
      operating loss carryforwards, if not used, expire through April 30,
      2028.





**NOTE
              6.**
            **RELATED
                PARTY TRANSACTIONS**





**Notes
      Receivable and Accrued Interest**





During
      the year ended April 30, 2008, the company received a partial repayment of
      $11,300 and advanced an additional $2,000 to a company, the president of which
      is the president of the Company. The notes are unsecured, bear interest at
      6%
      per annum and are due on demand. As of April 30, 2008, the balance of these
      notes receivable was $2,400 plus accrued interest of $1,192.


F-14


**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
              6.**
            **RELATED
                PARTY TRANSACTIONS (CONTINUED****)**





**Notes
      Receivable and Accrued Interest (Continued** **)**




On
      January 22, 2008, the Company advanced $25,000 to a company,
      the president of which is a non-major stockholder. The note bears interest
      at 6%
      per annum payable upon demand. The note is collateralized by a security interest
      in the common shares owned by the stockholder. The note receivable balance
      as of
      April 30, 2008 includes accrued interest of $407. On June 19, 2008, the Company
      received a partial repayment of $5,000.





**Laboratory
      Equipment**





On
      January 8, 2008, the Company purchased laboratory equipment from its president
      for $20,000.





**Legal
      Fees**




During
      the years ended April 30, 2008 and 2007, $60,000 was charged by a stockholder
      for legal services rendered. As of April 30, 2008, prepaid expenses included
      $9,500 for legal services paid in advance.





**Consulting
      Fees**





During
      the year ended April 30, 2008, the Company paid $6,300 to two companies, the
      president of which is the president of the Company, for consulting services
      relating to the bacteriophage studies and clinical testing referred to in Note
      3.





During
      the year ended April 30, 2008, the Company paid $2,000 to its chief financial
      officer for consulting services relating to valuation of the bacteriophage
      materials.


F-15





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
                    7.**
                  **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
      within 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 in the second year after purchase shall receive
      4.4
      shares of common for every share of preferred; shares converted in the third
      year after purchase shall receive 4.6 shares of common for every share of
      preferred; after 3 years of ownership, the shareholder shall receive 5 shares
      of
      common for every share of preferred, but the right to convert must be exercised
      within 30 days of the 3 year anniversary of purchase or the conversion right
      will lapse.




During
      the year ended April 30, 2008, two stockholders converted a total of 2,500
      shares of their preferred shares into 11,000 shares of the Company’s common
      shares in accordance with the conversion schedule. No cash was exchanged with
      the conversion.





On
      April
      1, 2006 ,
      the
      Company entered into an Agency Agreement 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
      to
      the Company), as determined by the Company’s management, such sale being exempt
      from registration under Regulation S of the Securities Act of 1933.





As
      of
      April 30, 2008, 288,929 preferred shares were issued and outstanding. Subsequent
      to April 30, 2008, 35,500 preferred shares were sold for net proceeds totaling
      $124,250.


F-16


**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**




**NOTE
              7.**
            **CAPITAL
                STOCK (CONTINUED****)**




**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.





On
      June
      1, 2005, the Company entered into a Stock Purchase Agreement for the sale,
      on a
      best efforts basis, of an aggregate of 500,000 shares of common stock for $1
      per
      share, as determined by the Company’s management, such sale being exempt from
      registration under Regulation S of the Securities Act of 1933. The Agreement
      provided for the purchase of the shares at irregular intervals. During the
      year
      ended April 30, 2006, 357,167 common shares were sold for cash totaling
      $357,167. On April
      25, 2006, the agreement was terminated by mutual consent.





On
      July
      1, 2005, the Company entered into a Stock Purchase Agreement for the sale of
      an
      aggregate of 400,000 shares of common stock for $.80 per share, as determined
      by
      the Company’s management, such sale being exempt from registration under
      Regulation S of the Securities Act of 1933. The Agreement provided for the
      purchase of the shares in installments with the first installment of 50,000
      shares ($40,000) due within ten days of the date of the Agreement. The remaining
      350,000 shares were to be paid in not more than seven installments with a
      minimum of 50,000 shares per installment. This payment arrangement was not
      followed. During the year ended April 30, 2006, 50,000 common shares were sold
      for cash totaling $40,000. Stock subscriptions receivable of $280,000 were
      recorded for the remaining 350,000 common shares, of which $113,476 was received
      during the year ended April 30, 2006. On April 25, 2006, the agreement was
      terminated. The balance of the subscription receivable of $166,524 was
      reversed.


F-17





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**




**NOTE
                  7.**
                **CAPITAL
                    STOCK (CONTINUED****)**





**Common
      Stock (Continued** **)**





On
      April
      12, 2006, the Company entered into a Stock Purchase Agreement for the sale,
      on a
      best efforts basis, of an aggregate of 1,000,000 shares of common stock for
      $1
      per share, as determined by the Company’s management, such sale being exempt
      from registration under Regulation S of the Securities Act of 1933. The
      Agreement provided for the purchase of the shares at irregular
      intervals.  During
      the year ended April 30, 2007, 22,750
      common shares were sold for cash totaling $22,750. On March 30, 2007, the
      agreement was terminated.





The
      sales
      of common stock pursuant to the Stock Purchase  Agreements
      referred to above resulted in additional funds received of $21,808. As a result
      of the termination of these agreements, the additional funds have been
      classified as additional paid-in capital.





On
      December 1, 2006, the Company issued 10,000 common shares in a private sale
      at
      $1.40 per share, as determined by the Company’s management, such sale being
      exempt from registration under Regulation D of the Securities Act of 1933.
      The
      shares were issued for cash totaling $11,200 net of commissions of
      $2,800.




On
      June
      6, 2007, accounts payable of $22,500 was paid on behalf of the Company by a
      stockholder and recorded as an increase in additional paid-in
      capital.





As
      of
      April 30, 2008, 24,349,090 shares of common stock were issued and
      outstanding.




F-18





**VIRIDAX
      CORPORATION**


**(A
      Development Stage Company)**


**NOTES
      TO FINANCIAL STATEMENTS**


**APRIL
      30, 2008**





**NOTE
                  8.**
                **SUBSEQUENT
                    EVENTS**





On
      July
      10, 2008, the agreement with the nonprofit medical  facility
      to perform laboratory work that will support the manufacture of the
      bacteriophage material was extended for one year 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.





On
      June
      26, 2008, the Company secured a business equity line of credit in the amount
      of
      $200,000 which expires June 26, 2038. However, commencing June 26, 2023, any
      outstanding advances are payable in monthly installments and no additional
      advances will be available. Interest is payable monthly at prime less .15%
      on
      any outstanding balance. The line of credit is secured by real property owned
      by
      a company, the president of which is a stockholder of the Company and a
      guarantee by the stockholder himself. As of August 12, 2008, no amounts were
      outstanding on this line of credit.





**NOTE
              9.**
            **GOING
                CONCERN**





As
      reflected on the balance sheet, the Company is still in the development stage
      with an accumulated deficit of $1,802,720 and since inception, a negative cash
      flow from operations of $1,548,046. 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.





With
      the
      Agency Agreement already in place for the sale of  preferred
      stock and the approval for the sale of preferred stock on the German exchange,
      management believes the Company will have sufficient working capital to be
      able
      to continue as a going concern.


F-19