UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
for the quarterly period ended January 31, 2009
Commission File Number
0-33473
VIRIDAX CORPORATION.
(Name of Small Business Issuer in its charter)
| FLORIDA | 65-1138291 |
| (State or other jurisdiction of | (I.R.S. Employer Identification No.) |
| Incorporation or organization) | |
| 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 January 31, 2009, there are 24,349,090 shares
of common stock outstanding.
PART I FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS |
Unaudited financial statements for Viridax Corporation as of the fiscal quarter ended January 31, 2009 are submitted in compliance with Article 8-03 of Regulation S-X.
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. |
Viridax Corporation (Viridax) is a biopharmaceutical discovery and development company formed to expedite the commercialization of new technologies and products for the treatment of bacterial infectious diseases, especially antibiotic-resistant infections. The bacteriophage-based technologies under development by Viridax specifically target bacterial pathogens that incite resistant infections in substantial human populations.
In particular, the Company is developing specific bacteriophage products for the treatment of bacterial infections incited by Staphylococcus aureus and other Staphylococcal species encountered in the community setting and as nosocomial (hospital-acquired) agents. Many strains of Staphylococcus aureus and other Staphylococcal species are now resistant to most commercially-available antibiotics. The health threat and economic consequences of common Staph infections are now catastrophic areas of both the developing and the developed world.
Because Viridax is a developmental company, it has no products or services currently available to the public for commercial purposes.
The Company has no operating revenue. It is wholly dependent at this time upon the receipt of capital investment to fund its continuing activities. At this time, the only sources of this capital investment comes from the sale of its Class A Preferred Stock.
The 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.
The Company is wholly dependent upon the sales of an offering of 3,000,000 shares of Class A Preferred Stock at a net price to Viridax of $3.50 per share, which such offering is being conducted primarily in Germany, Austria, Switzerland, and other European countries. Sales of these shares over the last quarterly period (November, December and January) have resulted in net proceeds to Viridax of $14,000. In view of the current global financial crisis there is no reasonable expectation that sales of preferred shares in the near future will be sufficient to sustain the corporation as a going concern. Although the Company has sales representatives in Europe conducting sales activities, it has no means to measure or project the results of these sales efforts.
The Company has a financial commitment for 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 Agreement (see Exhibit 10) calls for total payments of $220,000, of which the Company paid the initial installment of $55,000. Because of the lack of adequate funds, the Company has made no further payments and has notified ERI that it expects ERI to perform no further services and that it has considered the Agreement as suspended indefinitely.
The Company has no immediate plans for further development of its products until additional funding requirements are obtained. In addition to continuing its sales of preferred shares, the Company is making various applications to obtain grants and similar sources of funding.
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 1. | LEGAL PROCEEDINGS |
| 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, 331,929 shares have been sold for net cash proceeds to the Company totaling $1,161,754 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 March 4, 2009.
In December 2008, the Agency Agreement referred to above was transferred to East Slope Funding Corporation of Florida, a Florida corporation, the sole shareholder and president of which are minority stockholders of the Company. The president of this company is also a director of the Company.
The Company claimed an exemption from registration under Regulation S based upon the following facts: (1) the offer and sale of the shares to each individual purchaser was an offshore transaction because each purchaser was a resident of Germany at the time of the transaction and located within that country, (2) there were no directed selling efforts and no activities were undertaken to condition the market. The Company comes within the Category 2 safe harbor as set forth in Rule 903(c)(2) because the sale of the preferred stock complies with the general conditions of Rule 903(a) and (b) and the stock certificates bear restrictive legends that meet the Regulation S selling restrictions in terms of transactional restrictions and offering restrictions.
The Class A Preferred Stock is non-cumulative and non-voting. Each share of Preferred Stock is convertible to Common Stock as follows: (1) if the owner wishes to exchange the certificate within one year from the date of purchase, that owner shall receive four shares of Common Stock for each one share of Preferred Stock, (2) if the owner wishes to exchange the certificate after owning it for a period longer than one year but less than two years, the owner shall receive 4.4 shares of Common Stock for each one share of Preferred Stock, (3) if the owner wishes to exchange the certificate after owning it for a period longer than two years but less than three years, the owner shall receive 4.6 shares of Common Stock for each one share of Preferred Stock, and (4) if the owner wishes to exchange the certificate after owning it for three years, that owner shall receive five shares of Common Stock for each one share of Preferred Stock. Once an owner has owned the Preferred Stock for three years, the option to convert to Common Stock must be exercised within 30 days thereafter or the conversion option shall lapse.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable
| ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
Not applicable
| ITEM 5. | OTHER INFORMATION |
Not applicable
| 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 reference 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: March 13, 2009 | By: | /s/ Richard C. Honour |
| | | Name: Richard C. Honour |
| | | Title: President |
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /s/ Richard C. Honour | | President and Director |
| Richard C. Honour | | |
| | | |
| /s/ Ledyard H. DeWees | | Secretary |
| Ledyard H. DeWees | | |
| | | |
| /s/ Michael C. Maloney | | Director |
| Michael C. Maloney | | |
| | | |
| /s/ Javaid Sheikh | | Director |
| Javaid Sheikh | | |
| | | |
| /s/ Kenneth E. Lehman | | Chief Financial Officer |
| Kenneth E. Lehman | | Director |
VIRIDAX CORPORATION
(A Development Stage Company)
BALANCE SHEET
JANUARY 31, 2009
(Unaudited)
| | | January 31, | | | April 30, | |
| | | 2009 | | | 2008 | |
| | | (Unaudited) | |
| ASSETS | | | | | | |
| CURRENT ASSETS | | | | | | |
| Cash | | $ | 1,129 | | | $ | 41,429 | |
| Notes receivable and accrued interest - related parties | | | 19,304 | | | | 28,999 | |
| Prepaid expenses | | | - | | | | 54,171 | |
| | | | | | | | | |
| Total Current Assets | | | 20,433 | | | | 124,599 | |
| | | | | | | | | |
| COMPUTER AND LABORATORY EQUIPMENT - NET | | | 30,468 | | | | 31,212 | |
| | | | | | | | | |
| OTHER ASSET | | | | | | | | |
| Bacteriophage material | | | 1,830,000 | | | | 1,830,000 | |
| | | | | | | | | |
| TOTAL ASSETS | | $ | 1,880,901 | | | $ | 1,985,811 | |
| | | | | | | | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | | |
| | | | | | | | | |
| CURRENT LIABILITIES | | | | | | | | |
| Accounts payable and accrued expenses | | $ | 267,374 | | | $ | 106,336 | |
| | | | | | | | | |
| STOCKHOLDERS’ EQUITY | | | | | | | | |
Class A non-cumulative, convertible preferred stock, $1 par value, 3,000,000 shares authorized, 331,929 and 288,929 shares issued and outstanding, respectively | | | 331,929 | | | | 288,929 | |
Common stock, $.001 par value, 50,000,000 shares authorized, 24,349,090 shares issued and outstanding | | | 24,349 | | | | 24,349 | |
| Additional paid-in capital | | | 3,476,417 | | | | 3,368,917 | |
Deficit accumulated during the development stage | | | (2,219,168 | ) | | | (1,802,720 | ) |
| | | | | | | | | |
| Total Stockholders’ Equity | | | 1,613,527 | | | | 1,879,475 | |
| | | | | | | | | |
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | | $ | 1,880,901 | | | $ | 1,985,811 | |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | Period From | |
| | | | | | | | | | |
| | | Three Months | | | Nine Months | | | (Inception) | |
| | | Ended January 31, | | | Ended January 31, | | | To January 31, | |
| | | 2009 | | | 2008 | | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | | | | | | | |
| REVENUES | | $ | - | | | $ | - | | | $ | - | | | $ | - | | | $ | 735 | |
| | | | | | | | | | | | | | | | | | | | | |
| EXPENSES | | | | | | | | | | | | | | | | | | | | |
| General and administrative | | | 125,157 | | | | 162,897 | | | | 416,448 | | | | 479,029 | | | | 2,049,903 | |
| Impairment of bacteriophage material | | | - | | | | - | | | | - | | | | - | | | | 170,000 | |
| | | | | | | | | | | | | | | | | | | | | |
| Total Expenses | | | 125,157 | | | | 162,897 | | | | 416,448 | | | | 479,029 | | | | 2,219,903 | |
| | | | | | | | | | | | | | | | | | | | | |
| NET (LOSS) | | $ | (125,157 | ) | | $ | (162,897 | ) | | $ | (416,448 | ) | | $ | (479,029 | ) | | $ | (2,219,168 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| (LOSS) PER SHARE - BASIC AND DILUTED | | $ | (.01 | ) | | $ | (.01 | ) | | $ | (.02 | ) | | $ | (.02 | ) | | $ | (.15 | ) |
| | | | | | | | | | | | | | | | | | | | | |
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING | | | 24,349,090 | | | | 24,346,890 | | | | 24,349,090 | | | | 24,342,809 | | | | 15,145,781 | |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | Period From | |
| | | Nine | | | Nine | | | July 1,1998 | |
| | | Months Ended | | | Months Ended | | | (Inception) | |
| | | January 31, | | | January 31, | | | to January 31, | |
| | | 2009 | | | 2008 | | | 2009 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | |
| Net (loss) | | $ | (416,448 | ) | | $ | (479,029 | ) | | $ | (2,219,168 | ) |
Adjustments to reconcile net loss to net cash (used in) operating activities: | | | | | | | | | | | | |
| Depreciation | | | 6,957 | | | | 2,431 | | | | 12,989 | |
| 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 | | | (118 | ) | | | (399 | ) | | | (1,717 | ) |
| (Increase) decrease in prepaid expenses | | | 54,171 | | | | (34,888 | ) | | | - | |
| (Decrease) in accrued interest payable | | | - | | | | (256 | ) | | | - | |
Increase (decrease) in accounts payable and accrued expenses | | | 161,038 | | | | (39,368 | ) | | | 289,874 | |
| | | | | | | | | | | | | |
| NET CASH (USED IN) OPERATING ACTIVITIES | | | (194,400 | ) | | | (551,509 | ) | | | (1,742,446 | ) |
| | | | | | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | | | | | |
| Purchase of computer and laboratory equipment | | | (6,213 | ) | | | (29,863 | ) | | | (43,457 | ) |
| Increase in note receivable - related party | | | - | | | | (26,000 | ) | | | (38,700 | ) |
| Repayment of note receivable - related party | | | 9,813 | | | | 6,300 | | | | 21,113 | |
| Increase in loans receivable - stockholder | | | - | | | | - | | | | (12,000 | ) |
| Repayment of loans receivable - stockholder | | | - | | | | - | | | | 4,000 | |
| | | | | | | | | | | | | |
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | | | 3,600 | | | | (49,563 | ) | | | (69,044 | ) |
Read accompanying Notes to Financial Statements.
VIRIDAX CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)
| | | | | | | | | Period From | |
| | | Nine | | | Nine | | | July 1,1998 | |
| | | Months Ended | | | Months Ended | | | (Inception) | |
| | | January 31, | | | January 31, | | | to January 31, | |
| | | 2009 | | | 2008 | | | 2009 | |
| | | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | | |
| Issuance of common stock | | | - | | | | - | | | | 507,425 | |
| Issuance of preferred stock | | | 150,500 | | | | 734,748 | | | | 1,170,498 | |
| 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 | | | 150,500 | | | | 728,748 | | | | 1,812,619 | |
| | | | | | | | | | | | | |
| NET (DECREASE) INCREASE IN CASH | | | (40,300 | ) | | | 127,676 | | | | 1,129 | |
| CASH - BEGINNING | | | 41,429 | | | | 12,327 | | | | - | |
| CASH - ENDING | | $ | 1,129 | | | $ | 140,003 | | | $ | 1,129 | |
| | | | | | | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | | |
| Common shares issued for services rendered. | | $ | - | | | $ | - | | | $ | 5,000 | |
| | | | | | | | | | | | | |
| Common shares issued for purchase of bacteriophage material. | | $ | - | | | $ | - | | | $ | 2,000,000 | |
| | | | | | | | | | | | | |
| Conversion of net stockholders loans to additional paid-in capital. | | $ | - | | | $ | - | | | $ | 13,796 | |
| | | | | | | | | | | | | |
| 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
JANUARY 31, 2009
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
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
| NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Basis of Presentation (Continued)
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
JANUARY 31, 2009
| NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments including accounts payable and accrued expenses and notes receivable - related parties approximate fair value due to the relatively short period to maturity for these instruments.
Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS 157, “Fair Value Measurements.” The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 standardizes its definition and guidance by defining fair value as used in accounting pronouncements, establishes a framework for measuring fair value and expands disclosures related to the use of fair value measurements. In February 2008, the FASB issued FASB Staff Position (“FSP”) FAS 157-2, “Effective Date of FASB Statement No. 157" which provides a one-year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. SFAS 157 was effective for the Company’s fiscal year beginning May 1, 2008, excluding the effect of the deferral granted in FSP FAS 157-2 referred to above which will be effective beginning May 1, 2009.
In February 2007, the FASB issued SFAS 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Under SFAS 159, the Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reporting in earnings. After the initial adoption, the election is made at the acquisition
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
| NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Recent Accounting Pronouncements (Continued)
of an eligible financial asset, financial liability, or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made. SFAS 159 was effective for the Company’s fiscal year beginning May 1, 2008. However, the Company has elected not to measure eligible financial assets and liabilities at fair value. Accordingly, the adoption of SFAS 159 did not have a significant impact on the Company’s financial statements.
In June 2006, the FASB issued FASB Interpretation (“FIN”) No. 48 “Accounting for Uncertainty in Income Taxes.” FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with SFAS 109, “Accounting for Income Taxes.” FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition of tax benefits, classification on the balance sheet, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 was effective for the Company’s fiscal year beginning May 1, 2007. The Company has not taken, nor recognized the financial statement impact of any material tax positions as defined by FIN 48.
| | In April 2008, the FASB issued FSP FAS 142-3,“Determination of the Useful Life of Intangible Assets,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets.” The objective of FSP FAS 142-3 is to improve the consistency between the useful life of a recognized asset under SFAS 142 and the period of expected cash flows used to measure the fair value of assets under SFAS 141, “Business Combinations” and other U.S. generally accepted |
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
| NOTE 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) |
Recent Accounting Pronouncements (Continued)
accounting principles. FSP FAS 142-3 will be effective for the Company’s fiscal year beginning May 1, 2009 and applies to all intangible assets whether acquired in a business combination or otherwise, and is to be applied prospectively to intangible assets acquired after the effective date.
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 January 31, 2009 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 yearextension agreement with a nonprofit medical facility to perform laboratory work that will support the manufacture of the bacteriophage material for a fee of $220,000. A deposit of $55,000 was paid by the Company to the medical facility. The balance of the fee is due in three payments of $55,000 on the third, sixth and ninth month from the date of the agreement. The fee is being expensed over the term of the agreement. For the nine months ended January 31, 2009, the amount expensed was $123,562. As of January 31, 2009, included in accounts payable was $68,562 relating to this agreement. Because the first installment due October 10, 2008 and the second installment due January 10, 2009 have not yet been paid, the laboratory work has been temporarily suspended (Note 6). |
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE 4. | RELATED PARTY TRANSACTIONS |
Notes Receivable and Accrued Interest
During the nine months ended January 31, 2009, the Company received a partial repayment of $10,000 on a note receivable. The total notes receivable balance as of January 31, 2009 and 2008 includes accrued interest of $1,716 and $1,091, respectively.
Legal Fees
During the three and nine months ended January 31, 2009 and 2008, $15,000 and $45,000 was charged by a stockholder for legal services rendered, respectively. As of January 31, 2009 and 2008, the amount due this stockholder was $29,500 and $5,500, respectively and is included in accounts payable.
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.
VIRIDAX CORPORATION
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
JANUARY 31, 2009
NOTE 5. | CAPITAL STOCK (CONTINUED) |
Preferred Stock (Continued)
On April 1, 2006, the Company entered into an Agency Agreement with a company, the president of which is a minority stockholder of the Company, for the sale of up to 3,000,000 shares of the Company’s Class A Preferred Stock. The stock is being offered for sale in Germany and elsewhere in Europe at $7 per share ($3.50 per share net proceeds 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 nine months ended January 31, 2009, 43,000 preferred shares were sold for net proceeds totaling $150,500.
In December 2008, the Agency Agreement referred to above was transferred to a company, the sole stockholder and president of which are minority stockholders of the Company. The president of this company is also a director of the Company.
As of January 31, 2009, 331,929 preferred shares were issued and outstanding. Subsequent to January 31, 2009, 1,000 preferred shares were sold for net proceeds totaling $3,500.
Common Stock
The Company has 50,000,000 shares of $.001 par value common stock authorized. Shareholders of common stock have one vote per share.
As of January 31, 2009, 24,349,090 shares of common stock were issued and outstanding.
As reflected on the balance sheet, the Company is still
| (A Development Stage Company) |
| NOTES TO FINANCIAL STATEMENTS |
| NOTE 6. | GOING CONCERN (CONTINUED) |
in the development stage with an accumulated deficit of $2,219,168, a working capital deficiency of $246,941 and since inception, a negative cash flow from operations of $1,742,446. These factors raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to raise additional capital. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Management has secured continued approval from the German exchange for the sale of preferred stock and is considering to pursue other contracts and/or grants to secure additional funding. Although the laboratory work being performed by the nonprofit medical facility referred to in Note 3 has been temporarily suspended for nonpayment of installments due, management remains optimistic that the laboratory work will resume and that the Company will be able to continue as a going concern.
