UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549




FORM
      10-KSB




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




For
      the
      Fiscal Year ended April 30, 2007




Commission
      File Number 000-33473


VIRIDAX
                    CORPORATION(Name
                    of Small Business Issuer in its charter)
 FLORIDA
              
              65-1138291(State
                  or other jurisdiction of
              
              (I.R.S.
                  Employer Identification No.)Incorporation
                  or organization)270
                  NW 3rdCourtBoca
                  Raton, Florida
              
              33432-3720(Address
                  of principal executive offices)
              
              (Zip
                  Code)
 
 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  
      xNo




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, 2007:
      24,338,090.





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 been 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,
          and
          paid $82,660 as the initial payment under the Agreement. Under this Agreement,
          Viridax will deliver its collections of Staph phages (bacteriophage biological
          material lytic to various forms of Staphylococcus aureus) to the said Education
          and Research Institute (ERI) whose staff will amplify and purify the individual
          bacteriophages by standard laboratory methods to develop stocks of each
          bacteriophage for use in subsequent clinical isolate screening work, scale-up
          manufacturing and preclinical testing.
 
 The
          objectives of the OV-UCLA project are to: (1) perform routine amplification
          and
          purification procedures to assure that the bacteriophages remain viable
          and in
          pure form; and (2) use the amplified and purified bacteriophages in screening
          experiments to evaluate and assure the lytic activity of the bacteriophages
          against clinical isolates of Staphylococcus aureus that are considered
          to be
          representative of the strains of Staphylococcus aureus encountered in the
          clinic
          today. This work is important because both the stocks of bacteriophage
          biological materials and the infectious bacteria encountered in the clinic
          are
          genetic entities that may be subject to genetic variation over time that
          could
          possibly influence the clinical utility of the bacteriophages as therapeutic
          agents. This is routine amplification, purification and screening work
          that is
          done for any biological agent, and that would be continued for the life
          of any
          biological product. Another favorable outcome of the amplification, purification
          and screening work will be the selection of a single bacteriophage entity
          that
          will become the Product Candidate for use in scale-up manufacturing, preclinical
          testing and clinical trials.
  4
  Concurrently,
          another anticipated outcome of the work to be performed at OV-UCLA is that
          the
          spectrum of activity of the product Candidate bacteriophage will be evaluated
          as
          an ongoing process to assure that the Product Candidate will have the broadest
          possible clinical utility against the multiple strains of Staphylococcus
          aureus
          that are encountered in the clinic today.
 
 In
          that
          the selected bacteriophage therapeutic agent (Product Candidate) and the
          many
          and various Staphylococcus aureus bacterial infectious agents encountered
          in the
          clinic are subject to genetic variation, the product Sponsor (Viridax)
          has an
          obligation to ensure that the pharmaceutical product it is developing meets
          the
          safety and efficacy criteria required for responsible clinical practice
          and by
          the US FDA. Another important value of the Research Agreement with OV-UCLA
          is
          that, although the Agreement provides important laboratory services to
          Viridax,
          it also provides Viridax with access to certain clinical and medical resources
          of the Los Angeles County UCLA medical system, which represents an extraordinary
          resource of Staphylococcus aureus clinical specimens from worldwide sources
          (vast immigrant and local patient populations), plus an exceptional clinical
          trials resource for the ultimate clinical evaluation of the resulting Viridax
          Staph phage Biopharmaceutical Product Candidate.
 
 The
          complete Research Agreement between Viridax and Olive-View-UCLA Education
          and
          Research Institute is listed in Item 13 (Exhibits) and included herein,
          commending 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.
 
 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.
  5
  3.
                **DEVELOPMENTAL
                    STRATEGY**
 
 Following
          selection of the Product Candidate Staph phage by Viridax, the said Candidate
          Staph phage will be transferred to the fermentation manufacturing facility
          at
          the University of Iowa (University of Iowa, Center for Biocatalysis and
          Bioprocessing, Iowa City, Iowa) for the scale-up manufacturing and purification.
          This will be manufacturing development project to achieve optimization
          of the
          manufacturing and purification processes in compliance with guidelines
          of the US
          FDA under current Good Manufacturing Practices (cGMP). Concurrent with
          the basic
          scale-up manufacturing processes Viridax intends to incorporate additional
          technologies and methods into the product development process that will
          include
          biofilm disruption chemistry and nanotechnology related to product formulation,
          product efficacy and drug delivery. Concurrent with and subsequent to the
          Product Candidate scale-up manufacturing and purification processes, Viridax
          intends to initiate a preclinical testing program related to safety, efficacy,
          pharmacokinetics and other standard and required preclinical testing studies
          and
          methods that would result in the scheduling of a successful Pre-IND
          (Investigational New Drug application) Meeting with FDA. The purpose of
          the
          Pre-IND Meeting with the FDA is to obtain their guidance and agreement
          with the
          Viridax Pharmaceutical Development Plan at the preclinical testing stage
          of
          biopharmaceutical development. The Pre-IND Meeting Brochure that is submitted
          to
          the FDA when scheduling the Pre-IND meeting would contain all of the data
          developed for the Product Candidate to date in support of the request for
          the
          Pre-IND meeting. The work performed under the Research Agreement with OV-UCLA,
          independently by Viridax at its own laboratory and under contract by other
          Contract Research Organizations (CROs), including at the University of
          Iowa, all
          contribute to the successful scheduling of the Pre-IND Meeting and the
          subsequent filing of a formal IND. Following filing of the IND with the
          FDA, FDA
          thereafter has 90 days to file an objection to the clinical trials development
          plan (part of the IND filing) or to allow Viridax to commence first Phase
          I
          clinical trials (safety study in humans).
 
 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.
  6
  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.
 
 Exponential
          Biotherapies, Inc. – Port Washington, NY and Rockville, MD carltonebi@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.
  7
  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:
 
 ·
                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.
 
 8
  ·
                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.
 
 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.
 
 9
  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.
 
 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.
 
  10
  **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
          190 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
          April
          24, 2005 the Company executed an Asset Purchase Agreement with Mycobis
          Corporation, a private company, whereby Viridax purchased certain
          bacteriophage-based products in exchange for 8,000,000 shares of its common
          stock. A copy of this Agreement is included herein by reference. See Exhibit
          13.
          The Company claimed exemption from registration pursuant to Section 4(2)
          of the
          Securities Act of 1933, as amended, (the "Act") as being a transaction
          by the
          issuer not involving any public offering. In consideration of the factors
          in
          determining whether a transaction is a public offering, such factors being
          (1)
          the number of the offerees and their relationship to each other and to
          the
          issuer, (2) the number of units offered, (3) the size of the offering,
          (4) the
          manner of the offering, the Company takes the position that because the
          number
          of offerees was one, the shares as issued were restricted, and the manner
          of the
          offering was a business transaction under direct negotiation between the
          two
          parties, no public offering was involved.
 
 By
          approval of the Board of Directors, on April 15, 2005 the Company sold
          100,000
          shares of its common stock to an unrelated non-affiliated individual for
          the
          cash price of $25,000.00 and on April 29, 2005 the Company sold 60,000
          shares of
          its common stock to an unrelated non-affiliated individual for the cash
          price of
          $15,000.00. In both situations, the Company claims an exemption under Section
          4(2) of the Act, based on the factors as set forth above, the Company takes
          the
          position that these two separate sales were sales not involving a public
          offering, The purpose of the 4(2) exemption was to permit an issuer to
          make a
          specific or isolated sale of its securities to particular persons without
          incurring the expense of registration. That is precisely the situation
          in the
          sales identified above to sophisticated investors.
  12
  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.
 
 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,
          129,631 shares have been sold for a total cash consideration of $453,711
          through
          the date of this filing. No sales commissions were paid. Final approval
          of the
          prospectus by the BaFin was obtained September 4, 2006.
 
 13
  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.
 
 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 subect 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.
 
 14
 
 **(F)**
                **PURCHASES
                    OF EQUITY SECURITIES BY THE SMALL BUSINESS ISSUER AND AFFILIATED
                    PURCHASERS**
 
 Not
          applicable.
 
 **ITEM
                  6.**
                **PLAN
                    OF OPERATION**
 
 The
          Research Agreement between Viridax and Olive View-UCLA Education and Research
          Institute states that it is anticipated to begin on July 9, 2007 and end
          on July
          8, 2008, which effectively covers the Company’s plan of operation for the next
          twelve months. As set forth in that Agreement: “... it is the stated objective of
          the Project that ERI will perform laboratory work to isolate, culture,
          amplify,
          purify and characterize, and thereafter provide to Sponsor a collection
          of
          bacteriophage lytic to pathogenic strains of *Staphylococcus
          aureus* ,
          plus a
          collection of non-pathogenic of less-virulent strains of *Staphylococcus
          aureus* that
          will support amplification or manufacture of the lytic
          bacteriophage.”
 
 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. There can
          be no
          assurance that the anticipated stock sales will be realized as anticipated.
          If
          required, the Company may seek funds in the form of loans. However, the
          Company
          has not entered into any loan agreements at this time, and there is no
          assurance
          that adequate, or any, loans could be obtained that would be sufficient
          to
          continue operations.
 
 At
          the
          present rate of expenditures, with no pending prospect of Company revenues
          from
          operations, the Company estimates that it has funds on hand to continue
          operation for the next nine months. However, the Company anticipates that
          it
          will derive significant cash flow from the sales of its Preferred Stock
          (See
          ITEM 5, PART II) in Europe. Subsequent to the end of our fiscal year, April
          30,
          2007, the Company has sold 85,131 shares of Preferred Stock for cash totaling
          $297,961. There is no assurance that the anticipated sales will be
          realized.
 
 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.
 
 15
 
 **ITEM
                  7.**
                **FINANCIAL
                    STATEMENTS**
 
 Attached
          audited financial statements for Viridax Corporation, for the year ended
          April
          30, 2007 are submitted in compliance with Item 310 of Regulation
          S-B.
 
 **ITEM
                  8.**
                **CHANGES
                    IN AND DISAGREEMENT WITH ACCOUNTANTS ON****CCOUNTING
                    AND FINANCIAL DISCLOSURE.**
 
 Not
          applicable.
 
 **ITEM
                  8A.**
                **CONTROLS
                    AND PROCEDURES**
 
 Under
          the
          supervision and with the participation of management, including the Chief
          Executive Officer, as the primary Executive Officer, we evaluated the
          effectiveness of the design and operation of our disclosure controls and
          procedures (as defined in Rule 13a-15(c) and 15d-15(e) ) under the Exchange
          Act
          of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief
          Executive Officer and Chief Financial Officer have concluded that, as of
          the end
          of the period covered by this report, our disclosure controls and procedures
          are
          effective in recording, processing, summarizing and reporting, on a timely
          basis, information required to be disclosed by us in the reports we file
          or
          submit under the Exchange Act.
 
 During
          the period covered by this Annual Report on Form 10-KSB, there was no change
          in
          our internal control over financial reporting ( as defined in Rule 13a-15(f)
          and
          15d-15(f) ) under the Exchange Act that materially affected or is reasonably
          likely to materially affect, our internal control over financial reporting.
          Our
          principal executive and financial officers concluded that our disclosure
          controls and procedures were effective in ensuring that information required
          to
          be disclosed by our Company in the reports that it files or submits under
          the
          Act is accumulated and communicated to the issuer’s management, including its
          principal executive and principal financial officer or persons performing
          similar functions, as appropriate to allow timely decisions regarding required
          disclosure.
 
 **ITEM
                  8B.**
                **OTHER
                    INFORMATION**
 
 **** Not
          applicable
 
 16
 
 **PART
          III**
 
 **ITEM
                  9.**
                **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
                  67
                  President,
                      Chief Executive OfficerDirector,
                      ChairmanKenneth
                      E. Lehman
                  61
                  Chief
                      Financial OfficerDirectorLedyard
                      H. DeWees
                  75
                  SecretaryMichael
                      C. Maloney
                  56
                  DirectorJavid
                      Sheikh
                  53
                  Directo
  **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**
  Effective
          January 1, 2006 the monthly salary compensation for Richard C. Honour,
          President, was increased to $10,000 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.
  20
  **(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..
 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
                  24.29%Common
                  Mycobis
                      Corporation
                    19211
                      64thPlace, NE
                    Kenmore,
                      WA 98028
                  8,000,000
                      shares
                    Direct
                      Ownership
                  32.87%
  (C)
                **SECURITY
                    OWNERSHIP OF MANAGEMENT**
 Title
                      of Class
                  Name
                      and Address
                    of
                      Beneficial Owner
                  Amount
                      and Nature
                    of
                      Beneficial Owner
                  Percent
                      of
                    ClassCommon
                  Javaid
                      Sheikh
                  250,000
                      shares
                    Direct
                      Ownership
                  1.02%
  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.
  **(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,
          2007 and for the review of quarterly financial statements included in Form
          10-QSB for the quarters ended July 31, 2006, October 31, 2006 and January
          31,
          2007 were $26,250.
 
 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, 2006 and for the review of quarterly financial statements included
          in
          Form 10-QSB for the quarters ended July 21, 2005, October 31, 2005 and
          January
          31, 2006 were $23,750.
 
 22
 
 **(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 were $925. 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, 2007
                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, 2007**
    
  **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-6Statements
                  of Cash Flows
              
              
              F-7
                  to F-8Notes
                  to Financial Statements
              
              
              F-9
                  to F-17
  
  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, 2007 and the related statements of operations,
          changes in stockholders' equity (deficit) and cash flows for the years
          ended
          April 30, 2007 and 2006 and for the period from July 1, 1998 (inception)
          through
          April 30, 2007. 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, 2007, and the results of its operations
          and its
          cash flows for the years ended April 30, 2007 and 2006 and for the period
          from
          July 1, 1998 (inception) through April 30, 2007 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 8 to the financial statements,
          the Company is still in the development stage with an accumulated deficit
          of
          $1,068,866, a working capital deficiency of $151,102 and, since inception,
          a
          negative cash flow from operations of $767,493. 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 8. The accompanying financial
          statements do not include any adjustments that might result from the outcome
          of
          this uncertainty.
  August
                      10, 2007
                  Earl
                      M. Cohen, C.P.A., P.A.Boca
                      Raton, Florida
  F-1
 **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **BALANCE
        SHEET**
 **APRIL
        30, 2007**
  **ASSETS**CURRENT
                  ASSETSCash
              
              $
              12,327Notes
                  receivable and accrued interest - related party
              
              
              12,429Total
                  Current Assets
              
              
              24,756COMPUTER
                  EQUIPMENT - NET
              
              
              2,683OTHER
                  ASSETBacteriophage
                  material
              
              
              1,875,000TOTAL
                  ASSETS
              
              $
              1,902,439**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable and accrued expenses
              
              $
              169,602Note
                  payable and accrued interest - related party
              
              
              6,256Total
                  Liabilities
              
              
              175,858STOCKHOLDER’S
                  EQUITY
              
              
              1,726,581TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY
              
              $
              1,902,439
  Read
        accompanying Notes to Financial Statements.
  F-2
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **STATEMENTS
        OF OPERATIONS**
  Year
                  Ended April 30, 2007
              
              Year
                  Ended April 30, 2006
              
              July
                  1, 1998 (Inception) to April 30, 2007REVENUE
              
              $
              -
              
              $
              -
              
              $
              735EXPENSESGeneral
                  and administrative
              
              
              371,585
              
              
              535,091
              
              
              944,601Impairment
                  of bacteriophage material
              
              
              125,000
              
              
              -
              
              
              125,000Total
                  Expenses
              
              
              496,585
              
              
              535,091
              
              
              1,069,601NET
                  (LOSS)
              
              $
              (496,585
              )
              $
              (535,091
              )
              $
              (1,068,866
              )(LOSS)
                  PER SHARE
              
              $
              (.02
              )
              $
              (.02
              )
              $
              (.08
              )WEIGHTED
                  AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
              
              
              24,328,204
              
              
              24,281,530
              
              
              13,306,241
  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, 2007**
  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, 2007**
 
 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, 2007**
 
 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 CASH FLOWS**
  Year
                    Ended April 30, 2007
                
                Year
                    Ended April 30, 2006
                
                July
                    1, 1998 (Inception) to April 30, 2006CASH
                    FLOWS FROM OPERATING ACTIVITIES:Net
                    (loss)
                
                $
                (496,585
                )
                $
                (535,091
                )
                $
                (1,068,866
                )Adjustments
                    to reconcile net (loss) to cash used in operating
                    activities:Depreciation
                
                
                1,352
                
                
                316
                
                
                1,668Impairment
                    of bacteriophage material
                
                
                125,000
                
                
                -
                
                
                125,000Common
                    shares issued for services rendered
                
                
                -
                
                
                -
                
                
                5,000Conversion
                    of accrued interest to additional paid-in capital
                
                
                -
                
                
                -
                
                
                576Decrease
                    (Increase) in miscellaneous receivable
                
                
                511
                
                
                (511
                )
                
                -(Increase)
                    in accrued interest receivable
                
                
                (680
                )
                
                (49
                )
                
                (729
                )Increase
                    in accrued interest payable
                
                
                256
                
                
                -
                
                
                256Increase
                    in accounts payable and accrued expenses
                
                
                162,986
                
                
                6,616
                
                
                169,602NET
                    CASH (USED IN) OPERATING ACTIVITIES
                
                
                (207,160
                )
                
                (528,719
                )
                
                (767,493
                )CASH
                    FLOWS FROM INVESTING ACTIVITIES:Purchase
                    of computer equipment
                
                
                (924
                )
                
                (3,427
                )
                
                (4,351
                )Increase
                    in note receivable
                
                
                (7,700
                )
                
                (4,000
                )
                
                (11,700
                )Increase
                    in loans receivable - stockholder
                
                
                -
                
                
                -
                
                
                (12,000
                )Repayments
                    of loans receivable - stockholder
                
                
                -
                
                
                -
                
                
                4,000NET
                    CASH (USED IN) INVESTING ACTIVITIES
                
                
                (8,624
                )
                
                (7,427
                )
                
                (24,051
                )CASH
                    FLOWS FROM FINANCING ACTIVITIES:Issuance
                    of common stock
                
                
                33,950
                
                
                418,975
                
                
                507,425Issuance
                    of preferred stock, net
                
                
                155,750
                
                
                -
                
                
                155,750Payments
                    on stock subscription receivable
                
                
                -
                
                
                113,476
                
                
                113,476Proceeds
                    of note payable - related party
                
                
                6,000
                
                
                -
                
                
                6,000Proceeds
                    of notes payable
                
                
                -
                
                
                -
                
                
                5,000Increase
                    in amount due to stockholder
                
                
                -
                
                
                -
                
                
                16,220NET
                    CASH PROVIDED BY FINANCING ACTIVITIES
                
                
                195,700
                
                
                532,451
                
                
                803,871
  Read
          accompanying Notes to Financial Statements.
  F-7
 
 **VIRIDAX
          CORPORATION**
 **(A
          Development Stage Company)**
 **STATEMENTS
          OF CASH FLOWS (CONTINUED)**
 
 Year
                    Ended April 30, 2007
                
                Year
                    Ended April 30, 2006
                
                July
                    1, 1998 (Inception) to April 30, 2007NET
                    (DECREASE) INCREASE IN CASH
                
                
                (20,084
                )
                
                (3,695
                )
                
                12,327CASH
                    - BEGINNING
                
                
                32,411
                
                
                36,106
                
                
                -CASH
                    - ENDING
                
                $
                12,327
                
                $
                32,411
                
                $
                12,327SUPPLEMENTAL
                    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.
                
                $
                -
                
                $
                -
                
                $
                13,796
  Read
            accompanying Notes to Financial Statements.
 F-8
 
 **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **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
        Equipment**
 
 Computer
        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 of three years.
 
 F-9
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
 
 **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, 2007, an impairment of $125,000 was recognized
        pursuant to the results of an independent valuation of the bacteriophage
        material.
 
 **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-10
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 
 **APRIL
        30, 2007**
  **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, 2007, the Company had no cash equivalents.
 
 **Use
        of Estimates**
 
 Management
        uses estimates and assumptions in preparing financial statements in accordance
        with generally accepted
        accounting principles. Those estimates and assumptions affect the reported
        amounts of assets and liabilities,
        the disclosure of contingent assets and liabilities, and the reported revenues
        and expenses. Accordingly, actual results could vary from the estimates that
        were assumed in preparing the financial statements and those differences
        could
        be material.
 
 **NOTE
        3.**  **COMPUTER
        EQUIPMENT**
 
 As
        of
        April 30, 2007, computer equipment was as follows:
 Computer
                    equipment
                
                $
                4,351Accumulated
                    depreciation
                
                
                (1,668
                )Computer
                    equipment - net
                
                $
                2,683
 
 During
        the years ended April 30, 2007 and 2006, depreciation expense was $1,352
        and
        $316, respectively.
  F-11
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        4.**  **INCOME
        TAXES**
 
 As
        of
        April 30, 2007, 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
                
                $
                346,300Start-up
                    expenditures
                
                
                1,750348,050Less:
                    Valuation allowance
                
                
                (348,050
                )Net
                    deferred income tax asset
                
                $
                -
 
 During
        the year ended April 30, 2007, the valuation allowance increased by
        $139,800.
 
 The
        reconciliation of income tax (benefit) computed at the federal statutory
        rate to
        income tax expense (benefit) is as follows:
 2006
                
                2005Tax
                    (benefit) at federal statutory rate
                
                
                (34.00
                )%
                
                (15.00
                )%State
                    tax (benefit), net of federal benefit
                
                
                (3.63
                )
                
                (3.63
                )Valuation
                    allowance
                
                
                37.63
                
                
                18.63Tax
                    provision (benefit)
                
                
                00.00
                %
                
                00.00
                %
 
 The
        Company has net operating loss carryforwards for federal and state purposes
        of
        approximately $934,500 available to offset future taxable income. The net
        operating loss carryforwards, if not used, expire through April 30,
        2027.
  F-12
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        5.**  **RELATED
        PARTY TRANSACTIONS**
 
 **Notes
        Receivable and Accrued Interest**
 
 During
        the year ended April 30, 2007, an additional $7,700 was advanced to a company,
        the president of which is the president of the Company. The note is unsecured,
        bears interest at 6% per annum and is due on demand. The total notes receivable
        balance as of April 30, 2007 includes accrued interest of $729.
 
 On
        July
        30, 2007, the Company received $6,300 as a partial repayment of the notes
        receivable.
 
 **Note
        Payable and Accrued Interest**
 
 On
        August
        14, 2006, the Company received a loan of $6,000 from a company, the president
        of
        which is the president **** of
        the
        Company. The loan is unsecured, bears interest at 6% per annum and is due
        on
        demand. The note
        payable balance as of April 30, 2007 includes accrued interest of
        $256.
 
 On
        July
        24, 2007, the note payable and accrued interest was repaid.
 
 **Legal
        Fees**
  During
        the years ended April 30, 2007 and 2006, $60,000 and $63,750 was charged
        by a
        stockholder for legal services rendered. As of April 30, 2007, the amount
        due
        this stockholder was $60,000 and is included in accounts payable.
  F-13
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        6.**  **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.
 
 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, 2007, 44,500 preferred shares were issued and outstanding. Subsequent
        to April 30, 2007, 85,131 preferred shares were sold for net proceeds totaling
        $297,961.
  F-14
 
 **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        6.**  **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-15
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        6.**  **CAPITAL
        STOCK (CONTINUED** **)**
 
 **Common
        Stock (Continued** **)**
 
 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
        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.
 
 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.
 
 Effective
        June 30, 2005, the Board of Directors approved a
        4 for 1
        stock split. As a result of the stock split,  all
        common shares issued and outstanding have been retroactively
        adjusted.
 
 As
        of
        April 30, 2007, 24,338,090 shares of common stock were issued and
        outstanding.
  F-16
  **VIRIDAX
        CORPORATION**
 **(A
        Development Stage Company)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **APRIL
        30, 2007**
  **NOTE
        7.**  **SUBSEQUENT
        EVENTS**
 
 On
        June
        7, 2007, accounts payable of $22,500 was paid on behalf of the Company by
        a
        stockholder.
 
 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. A deposit of $82,660 was paid
        by
        the Company to the medical facility. The balance of the fee is due in two
        payments of $65,000 on the sixth and ninth month from the date of the
        agreement.
 
 **NOTE
        8.**  **GOING
        CONCERN**
 
 As
        reflected on the balance sheet, the Company is still in the development stage
        with an accumulated deficit of $1,068,866, a working capital deficiency of
        $151,102 and, since inception, a negative cash flow from operations of $767,493.
        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-17