UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended October 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 Securities Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Smaller reporting company x
Indicate by checkmark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
APPLICABLE ONLY TO CORPORATE ISSUERS
As of October 31, 2008, there are 24,349,090 shares
of common stock outstanding.
PART I FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
Unaudited financial statements for Viridax Corporation as of the fiscal quarter ended October 31, 2008 are submitted in compliance with Article 8-03 of Regulation S-X.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
OVERVIEW
Viridax Corporation (Viridax) is a biopharmaceutical discovery and development company formed to expedite the commercialization of new technologies and products for the treatment of bacterial infectious diseases, especially antibiotic-resistant infections. The bacteriophage-based technologies under development by Viridax specifically target bacterial pathogens that incite resistant infections in substantial human populations.
In particular, the Company is developing specific bacteriophage products for the treatment of bacterial infections incited by Staphylococcus aureus and other Staphylococcal species encountered in the community setting and as nosocomial (hospital-acquired) agents. Many strains of Staphylococcus aureus and other Staphylococcal species are now resistant to most commercially-available antibiotics. The health threat and economic consequences of common Staph infections are now catastrophic areas of both the developing and the developed world.
Because Viridax is a developmental company, it has no products or services currently available to the public for commercial purposes.
The Company has no operating revenue. It is wholly dependent at this time upon the receipt of capital investment to fund its continuing activities. At this time, the only sources of this capital investment comes from the sale of its Class A Preferred Stock.
Over the next twelve months, Viridax will continue to use the services of Olive-View-UCLA (University of California at Los Angeles) Education and Research Institute (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 Pharma Services in Saint-Germain sur l’Arbresle, France 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.
(1) Liquidity
The Company is currently wholly dependent upon the sales of its Class A Preferred Stock as discussed above. Other than the current global financial crisis, the Company has no knowledge of any events that may affect sales of its Preferred Stock in Europe. All funds received are applied to developmental projects and operating costs and there is no retention of liquidity in any form.
The only financial commitment of the Company at this time is a Research Agreement with Olive-View-UCLA (University of California at Los Angeles) Education and Research Institute (ERI) scheduled to terminate July 9, 2009. The cost of this Agreement is $220,000, payable in quarterly installments, of which the initial installment of $55,000 has been paid.
Not applicable.
| | (4) | Off-balance sheet arrangements |
Not applicable.
| | (5) | Tabular disclosure of contractual obligations |
Not applicable.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. These forward looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things:
| | · | Our ability to obtain capital; |
| | · | Our ability to fully implement our business plan; |
| | · | General economic and business conditions, both nationally and in our markets; |
| | · | Our expectations and estimates concerning future financial performance, financing plans and the impact of competition; |
| | · | Anticipated trends in our business; |
| | · | Other risk factors set forth under “Other Risk Factors” in this report. |
In addition, in this report, we use words or phrases such as “high value”, “plans,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this report. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
| ITEM 3 | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The Company receives U.S. dollars in exchange for the sale of its Class A Preferred Stock in Europe. This price ($3.50 net proceeds to the Company) is constant.
There is no market price for the Viridax stock. None of the Company stock is publicly traded. Consequently the Company has no interest rate risk, foreign currency exchange rate risk, equity price risk, or otherwise.
| ITEM 4 | CONTROLS AND PROCEDURES |
Under the supervision and with the participation of management, including the Chief Executive Officer, as the primary Executive Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(c) and 15d-15(e) ) under the Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports we file or submit under the Exchange Act.
During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f)) under the Exchange Act that materially affected or is reasonably likely to materially affect, our internal control over financial reporting. Our principal executive and financial officers concluded that our disclosure controls and procedures were effective in ensuring that information required to be disclosed by our Company in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
PART II
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
On March 31, 2006, the Board of Directors of Viridax Corporation approved the efforts of the Company in filing with the German Federal Financial Supervisory Authority (BaFin) a sales prospectus providing for the sale of up to the authorized limit of 3,000,000 shares of its Class A Preferred Stock, par value $ 1.00 per share, pursuant to the rules and requirements of Regulation S as promulgated by the United States Securities and Exchange Commission. Pursuant to the terms of that prospectus, East Slope Funding Corp., a Colorado corporation, has been designated as the Escrow Agent to receive the gross proceeds as paid by a given subscriber wherein the net sum of US $3.50 per share is retained by the Company and deliver a copy of the purchaser's subscription agreement. Under this arrangement, and within exemptions from the requirements of the prospectus, 330,929 shares have been sold for net cash proceeds to the Company totaling $1,158,248 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.
Included in the above is 3,500 shares sold during the quarter ended October 31, 2008 for net cash proceeds to the Company totaling $12,250 and 3,000 shares sold subsequent to October 31, 2008 for net cash proceeds totaling $10,500.
The Company claimed an exemption from registration under Regulation S based upon the following facts: (1) the offer and sale of the shares to each individual purchaser was an offshore transaction because each purchaser was a resident of Germany at the time of the transaction and located within that country, (2) there were no directed selling efforts and no activities were undertaken to condition the market. The Company comes within the Category 2 safe harbor as set forth in Rule 903(c)(2) because the sale of the preferred stock complies with the general conditions of Rule 903(a) and (b) and the stock certificates bear restrictive legends that meet the Regulation S selling restrictions in terms of transactional restrictions and offering restrictions.
The Class A Preferred Stock is non-cumulative and non-voting. Each share of Preferred Stock is convertible to Common Stock as follows: (1) if the owner wishes to exchange the certificate within one year from the date of purchase, that owner shall receive four shares of Common Stock for each one share of Preferred Stock, (2) if the owner wishes to exchange the certificate after owning it for a period longer than one year but less than two years, the owner shall receive 4.4 shares of Common Stock for each one share of Preferred Stock, (3) if the owner wishes to exchange the certificate after owning it for a period longer than two years but less than three years, the owner shall receive 4.6 shares of Common Stock for each one share of Preferred Stock, and (4) if the owner wishes to exchange the certificate after owning it for three years, that owner shall receive five shares of Common Stock for each one share of Preferred Stock. Once an owner has owned the Preferred Stock for three years, the option to convert to Common Stock must be exercised within 30 days thereafter or the conversion option shall lapse.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable
Not applicable
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. |
*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.
SIGNATURES
In accordance with the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: December 8, 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.
| | 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 | | |
| | | |
| | Chief Financial Officer |
| Kenneth E. Lehman | | Director |
VIRIDAX CORPORATION
(A Development Stage Company)
BALANCE SHEET
OCTOBER 31, 2008
(Unaudited)
| | | October 31, | | April 30, | |
| | | 2008 | | 2008 | |
| | | (Unaudited) | | | |
ASSETS |
| CURRENT ASSETS | | | | | | | |
| Cash | | $ | 4,743 | | $ | 41,429 | |
| Notes receivable and accrued interest - related parties | | | 19,043 | | | 28,999 | |
| Prepaid expenses | | | - | | | 54,171 | |
| Total Current Assets | | | 23,786 | | | 124,599 | |
| | | | | | | | |
| COMPUTER AND LABORATORY EQUIPMENT - NET | | | 32,962 | | | 31,212 | |
| | | | | | | | |
| OTHER ASSET | | | | | | | |
| Bacteriophage material | | | 1,830,000 | | | 1,830,000 | |
| | | | | | | | |
| TOTAL ASSETS | | $ | 1,886,748 | | $ | 1,985,811 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY |
| | | | | | | | |
| CURRENT LIABILITIES | | | | | | | |
| Accounts payable and accrued expenses | | $ | 162,064 | | $ | 106,336 | |
| STOCKHOLDERS’ EQUITY | | | | | | | |
| Class A non-cumulative, convertible preferred stock, $1 par value, 3,000,000 shares authorized, 327,929 and 288,929 shares issued and outstanding, respectively | | | 327,929 | | | 288,929 | |
| Common stock, $.001 par value, 50,000,000 shares authorized, 24,349,090 shares issued and outstanding | | | 24,349 | | | 24,349 | |
| Additional paid-in capital | | | 3,466,417 | | | 3,368,917 | |
| Deficit accumulated during the development stage | | | (2,094,011 | ) | | (1,802,720 | ) |
| Total Stockholders’ Equity | | | 1,724,684 | | | 1,879,475 | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,886,748 | | $ | 1,985,811 | |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | Three Months Ended October 31, | | Six Months Ended October 31, | | Period From July 1, 1998 (Inception) To October 31, | |
| | | 2008 | | 2007 | | 2008 | | 2007 | | 2008 | |
| REVENUES | | $ | - | | $ | - | | $ | - | | $ | - | | $ | 735 | |
| | | | | | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | | | | | |
| General and administrative | | | 132,795 | | | 178,838 | | | 291,291 | | | 316,132 | | | 1,924,746 | |
| Impairment of bacteriophage material | | | - | | | - | | | - | | | - | | | 170,000 | |
| | | | | | | | | | | | | | | | | |
| Total Expenses | | | 132,795 | | | 178,838 | | | 291,291 | | | 316,132 | | | 2,094,746 | |
| | | | | | | | | | | | | | | | | |
| NET (LOSS) | | $ | (132,795 | ) | $ | (178,838 | ) | $ | (291,291 | ) | $ | (316,132 | ) | $ | (2,094,011 | ) |
| | | | | | | | | | | | | | | | | |
| (LOSS) PER SHARE - BASIC AND DILUTED | | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | $ | (.01 | ) | $ | (.14 | ) |
| | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 24,349,090 | | | 24,343,447 | | | 24,349,090 | | | 24,340,738 | | | 14,920,653 | |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | Six Months Ended October 31, 2008 | | Six Months Ended October 31, 2007 | | Period From July 1,1998 (Inception) to October 31, 2008 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | |
| Net (loss) | | $ | (291,291 | ) | $ | (316,132 | ) | $ | (2,094,011 | ) |
| Adjustments to reconcile net loss to net cash (used in) operating activities: | | | | | | | | | | |
| Depreciation | | | 4,463 | | | 883 | | | 10,495 | |
| 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) in accrued interest receivable | | | (44 | ) | | (265 | ) | | (1,643 | ) |
| (Increase) decrease in prepaid expenses | | | 54,171 | | | (16,240 | ) | | - | |
| (Decrease) in accrued interest payable | | | - | | | (256 | ) | | - | |
| Increase (decrease) in accounts payable and accrued expenses | | | 55,728 | | | (21,602 | ) | | 184,564 | |
| | | | | | | | | | | |
| NET CASH (USED IN) OPERATING ACTIVITIES | | | (176,973 | ) | | (353,612 | ) | | (1,725,019 | ) |
| | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | |
| Purchase of computer and laboratory equipment | | | (6,213 | ) | | (7,514 | ) | | (43,457 | ) |
| Increase in note receivable - related party | | | - | | | (1,000 | ) | | (38,700 | ) |
| Repayment of note receivable - related party | | | 10,000 | | | 6,300 | | | 21,300 | |
| Increase in loans receivable - stockholder | | | - | | | - | | | (12,000 | ) |
| Repayment of loans receivable - stockholder | | | - | | | - | | | 4,000 | |
| | | | | | | | | | | |
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | | 3,787 | | | (2,214 | ) | | (68,857 | ) |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
| | | Six Months Ended October 31, 2008 | | Six Months Ended October 31, 2007 | | Period From July 1,1998 (Inception) to October 31, 2008 | |
| | | | | | | | | | |
| Issuance of common stock | | | - | | | - | | | 507,425 | |
| Issuance of preferred stock | | | 136,500 | | | 541,106 | | | 1,156,498 | |
| 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 | | | 136,500 | | | 535,106 | | | 1,798,619 | |
| | | | | | | | | | | |
| NET (DECREASE) INCREASE IN CASH | | | (36,686 | ) | | 179,280 | | | 4,743 | |
| CASH - BEGINNING | | | 41,429 | | | 12,327 | | | - | |
| CASH - ENDING | | $ | 4,743 | | $ | 191,607 | | $ | 4,743 | |
| | | | | | | | | | | |
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | |
| Common shares issued for services rendered. | | $ | - | | $ | - | | $ | 5,000 | |
| | | | | | | | | | | |
| Common shares issued for purchase of bacteriophage material. | | $ | - | | $ | - | | $ | 2,000,000 | |
| | | | | | | | | | | |
| Conversion of net stockholders loans to additional paid-in capital. | | $ | - | | $ | - | | $ | 13,796 | |
| | | | | | | | | | | |
| Accounts payable paid on behalf of Company by stockholder. | | $ | - | | $ | 22,500 | | $ | 22,500 | |
| | | | | | | | | | | |
| Conversion of preferred shares to common. | | $ | - | | $ | 7,000 | | $ | 7,000 | |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
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.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
| 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 with the SEC. The results of operations and cash flows for the period are not necessarily indicative of the results of operations or cash flows that can be expected for the year ending April 30, 2009.
(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.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
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 October 31, 2008 and April 30, 2008, prepaid expense relating to these studies were $-0- 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. As of October 31, 2008, the first installment due October 10, 2008 has not yet been paid. The fee is being expensed over the term of the agreement. For the six months ended October 31, 2008, the amount expensed was $68,110. As of October 31, 2008, included in accounts payable was $13,110 relating to this agreement.
| NOTE 4. | RELATED PARTY TRANSACTIONS |
Notes Receivable and Accrued Interest
During the six months ended October 31, 2008, the Company received a partial repayment of $10,000 including accrued interest of $187 on a note receivable. The total notes receivable balance as of October 31, 2008 and 2007 includes accrued interest of $1,455 and $994, respectively.
Legal Fees
During the three and six months ended October 31, 2008 and 2007, $15,000 and $30,000, respectively, was charged by a stockholder for legal services rendered. As of October 31, 2008 and 2007, the amount due this stockholder was $15,500 and $20,500, respectively and is included in accounts payable.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
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 six months ended October 31, 2008, 39,000 preferred shares were sold for net proceeds totaling $136,500.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2008
| NOTE 5. | CAPITAL STOCK (CONTINUED |
Preferred Stock (Continued)
As of October 31, 2008, 327,929 preferred shares were issued and outstanding. Subsequent to October 31, 2008, 3,000 preferred shares were sold for net proceeds totaling $10,500.
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 October 31, 2008, 24,349,090 shares of common stock were issued and outstanding.
As reflected on the balance sheet, the Company is still in the development stage with an accumulated deficit of $2,094,011, a working capital deficiency of $138,278 and since inception, a negative cash flow from operations of $1,725,019. 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.
