Viridax 10QSB 2009 Q1 Quarterly report (small business)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

for the quarterly period ended July 31, 2008

Commission File Number

0-33473

VIRIDAX CORPORATION.

(Name of Small Business Issuer in its charter)

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

Issuer’s Telephone: (561) 368-1427 

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of July 31, 2008, there are 24,349,090 shares

of common stock outstanding.

Transitional Small Business Format:  No

PART IFINANCIAL INFORMATION

ITEM 1.          FINANCIAL STATEMENTS

Unaudited financial statements for Viridax Corporation as of the fiscal quarter ended July 31, 2008 are submitted in compliance with Item 310(b) of Regulation S-B.

VIRIDAX CORPORATION

(A Development Stage Company)

BALANCE SHEETS

	July 31,			April 30,
	2008			2008
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash	$	40,058		$	41,429
Notes receivable and accrued interest
- related parties		23,770			28,999
Prepaid expenses		43,324			54,171
Total Current Assets		107,152			124,599
COMPUTER AND LABORATORY EQUIPMENT - NET		29,735			31,212
OTHER ASSET
Bacteriophage material		1,830,000			1,830,000
TOTAL ASSETS	$	1,966,887		$	1,985,811
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	121,658		$	106,336
STOCKHOLDERS’ EQUITY
Class A non-cumulative, convertible
preferred stock, $1 par value, 3,000,000
shares authorized, 324,429 and 288,929
shares issued and outstanding, respectively		324,429			288,929
Common stock, $.001 par value, 50,000,000
shares authorized, 24,349,090 shares
issued and outstanding		24,349			24,349
Additional paid-in capital		3,457,667			3,368,917
Deficit accumulated during the development
stage		(1,961,216	)		(1,802,720	)
Total Stockholders’ Equity		1,845,229			1,879,475
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,966,887		$	1,985,811

Read accompanying Notes to Financial Statements.

F-1

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

							Period From
							July 1, 1998
	Three Months						(Inception)
	Ended July 31,						To July 31,
	2008			2007			2008
REVENUES	$	-		$	-		$	735
EXPENSES
General and administrative		158,496			137,294			1,791,951
Impairment of bacteriophage material		-			-			170,000
Total Expenses		158,496			137,294			1,961,951
NET (LOSS)	$	(158,496	)	$	(137,294	)	$	(1,961,216	)
(LOSS) PER SHARE	$	(.01	)	$	(.01	)	$	(.13	)
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING		24,349,090			24,338,090			14,684,236

Read accompanying Notes to Financial Statements.

F-2

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							Period From
	Three			Three			July 1,1998
	Months Ended			Months Ended			(Inception)
	July 31,			July 31,			to July 31,
	2008			2007			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(158,496	)	$	(137,294	)	$	(1,961,216	)
Adjustments to reconcile net (loss) to net
cash (used in) operating activities:
Depreciation		2,169			362			8,201
Impairment of bacteriophage material		-			-			170,000
Common shares issued for services rendered		-			-			5,000
Conversion of accrued interest to
additional paid-in capital		-			-			576
(Increase) decrease in accrued interest receivable		229			(177	)		(1,370	)
(Increase) decrease in prepaid expenses		10,847			(69,842	)		(43,324	)
(Decrease) in accrued interest payable		-			(256	)		-
Increase in accounts payable and accrued expenses		15,322			13,427			144,158
NET CASH (USED IN) OPERATING ACTIVITIES		(129,929	)		(193,780	)		(1,677,975	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of computer and laboratory equipment		(692	)		-			(37,936	)
Increase in note receivable - related parties		-			-			(38,700	)
Repayment of notes receivable - related parties		5,000			6,300			16,300
Increase in loans receivable - stockholder		-			-			(12,000	)
Repayment of loans receivable - stockholder		-			-			4,000
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		4,308			6,300			(68,336	)

Read accompanying Notes to Financial Statements.

F-3

VIRIDAX CORPORATION

(A Development Stage Company)

STATEMENTS OF CASH FLOWS (CONTINUED)

(Unaudited)

							Period From
	Three			Three			July 1,1998
	Months Ended			Months Ended			(Inception)
	July 31,			July 31,			to July 31,
	2008			2007			2008
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		-			-			507,425
Issuance of preferred stock, net		124,250			297,961			1,144,248
Payments on stock subscription receivable		-			-			113,476
Proceeds of note payable		-			-			5,000
Increase in amount due to stockholder		-			-			16,220
Proceeds of note payable - related party		-			-			6,000
Repayment of note payable - related party		-			(6,000	)		(6,000	)
NET CASH PROVIDED BY FINANCING ACTIVITIES		124,250			291,961			1,786,369
NET (DECREASE) INCREASE IN CASH		(1,371	)		104,481			40,058
CASH - BEGINNING		41,429			12,327			-
CASH - ENDING	$	40,058		$	116,808		$	40,058
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING
AND FINANCING ACTIVITIES:
Common shares issued for services rendered.	$	-		$	-		$	5,000
Common shares issued for purchase
of bacteriophage material.	$	-		$	-		$	2,000,000
Conversion of notes payable and accrued interest
and net stockholders loans to additional paid-in capital.	$	-		$	-		$	13,796
Accounts payable paid on behalf of Company by
stockholder.	$	-		$	22,500		$	22,500
Conversion of preferred shares for common.	$	-		$	-		$	8,750

Read accompanying Notes to Financial Statements.

F-4

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2008

NOTE 1. ORGANIZATION

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

F-5

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2008

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(Loss) Per Share

Basic and diluted (loss) per share is based on the weighted average number of common shares outstanding. The effect of the conversion of the preferred stock is excluded from the calculation of net loss per share as the effect is anti-dilutive.

Use of Estimates

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

F-6

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2008

NOTE 3. PREPAID EXPENSES

On April 11, 2008, the company entered into a five year agreement with a pharmacology service company to perform various bacteriophage studies and clinical testing. The Company has initially contracted for two studies for a total fee of $13,840. As of July 31, 2008 and April 30, 2008, prepaid expense relating to these studies were $982 and $4,470, respectively.

On July 10, 2008, the Company entered into a one year extension agreement with a nonprofit medical facility to perform laboratory work that will support the manufacture of the bacteriophage material for a fee of $220,000. A deposit of $55,000 was paid by the Company to the medical facility. The balance of the fee is due in three payments of $55,000 on the third, sixth and ninth month from the date of the agreement. The fee is being expensed over the term of the agreement. For the three months ended July 31, 2008, the amount expensed was $12,658.As of July 31, 2008, prepaid expense relating to this agreement was $42,342.

NOTE 4. RELATED PARTY TRANSACTIONS

Notes Receivable and Accrued Interest

During the three months ended July 31, 2008, the Company received a partial repayment of $5,000 on a note receivable. The total notes receivable balance as of July 31, 2008 and 2007 includes accrued interest of $1,370 and $906, respectively. On August 15, 2008, the Company received a partial repayment of $5,000 including accrued interest of $187.

Legal Fees

During the three months ended July 31, 2008 and 2007, $15,000 was charged by a stockholder for legal services rendered. As of July 31, 2008 and 2007, the amount due this stockholder was $500 and $45,500, respectively and is included in accounts payable.

F-7

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2008

NOTE 5. CAPITAL STOCK

Preferred Stock

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

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. During the three months ended July 31, 2008, 35,500 preferred shares were sold for net proceeds totaling $124,250.

F-8

VIRIDAX CORPORATION

(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

JULY 31, 2008

NOTE 5. CAPITAL STOCK (CONTINUED)

Preferred Stock

As of July 31, 2008, 324,429 preferred shares were issued and outstanding. Subsequent to July 31, 2008, 1,000 preferred shares were sold for net proceeds totaling $3,500.

Common Stock

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

As of July 31, 2008, 24,349,090 shares of common stock were issued and outstanding.

NOTE 6. GOING CONCERN

As reflected on the balance sheet, the Company is still in the development stage with an accumulated deficit of $1,961,216 and since inception, a negative cash flow from operations of $1,677,975. 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-9

ITEM 2.          PLAN OF OPERATION

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

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

The Company has secured a commercial line of credit with Wachovia Bank, N.A. in the amount of $200,000 but no cash draws have been made against this amount. This line of credit is considered as a secondary source of operating funds if sales of preferred stock do not develop as anticipated.

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

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

2

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

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

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

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;

3

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

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

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

ITEM 3.       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 Quarterly Report on Form 10-QSB, 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.

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PART II

ITEM 1. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On March 31, 2006, the Board of Directors of Viridax Corporation approved the efforts of the Company in filing with the German Federal Financial Supervisory Authority (BaFin) a sales prospectus providing for the sale of up to the authorized limit of 3,000,000 shares of its Class A Preferred Stock, Par Value $ 1.00 per share, pursuant to the rules and requirements of Regulation S as promulgated by the United States Securities and Exchange Commission. Pursuant to the terms of that prospectus, East Slope Funding Corp., a Colorado corporation, has been designated as the Escrow Agent to receive the gross proceeds as paid by a given subscriber wherein the net sum of US $3.50 per share is retained by the Company and deliver a copy of the purchaser's subscription agreement. Under this arrangement, and within exemptions from the requirements of the prospectus, 326,929 shares have been sold for net cash proceeds to the company totaling $1,144,248 net of a conversion of 2,500 preferred shares to common shares totaling $8,750 through the quarterly date of this filing. Final approval of the prospectus by the BaFin was obtained September 4, 2006. This approval was renewed by the BaFin on January 16, 2008.

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

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

5

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

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

ITEM 2. EXHIBITS

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

6

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

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

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

(b) REPORTS ON FORM 8-K

None.

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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:	September 12, 2008	By:	/s/  Richard C. Honour
			Name:  Richard C. Honour
			Title:  President

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

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

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