UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 24, 2005
VIRIDAX CORPORATION
(Exact name of registrant as specified in its charter)
Florida 0-33473 65-1138291
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(State or other jurisdiction) (Commission File Number) (IRS EIN Number)
270 NW 3rd Court
Boca Raton, Florida 33432-3720
(Address of principal executive offices and Zip Code)
(561) 368-1427
(Registrant's telephone number, including area code)
I & E TROPICALS, INC.
(Former Name)
Item 2.01 Completion of Acquisition or Disposition of Assets
On April 24, 2005 Viridax Corporation purchased biological materials
identified as Staphylococcus aureus Bacteriophages (Lytic Product Candidate
Phases, Rl, R2, and R3) more particularly identified as follows:
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Staphylococcus aureus Phages
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ID Number Source Date Specificity
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R1 Enriched Soil 4.04 S. aureus
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R2 Enriched Soil 4.04 S. aureus
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R3 Enriched Soil 4.04 S. aureus
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Staphylococcus aureus Hosts
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ID Number Source Date Specificity
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19685 ATCC -- --
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The purchase was pursuant to an Asset Purchase Agreement between Viridax
Corporation, as the purchaser, and Mycobis Corporation, a Florida corporation,
as the seller. The consideration paid for the above-referenced assets was
2,000,000 shares of common voting stock.
The President of Mycobis Corporation, Richard C. Honour, has subsequently
become the President and Chief Executive Officer of Viridax Corporation (see
Item 5.02 herein). The principle followed in determining the amount of stock
paid for the said assets, was an arbitrary decision between the principal
stockholders and officers of both corporations and was based, in part, upon
prior cash consideration paid to Viridax Corporation for a sale of its common
stock. The issuance of 2,000,000 shares of Viridax corporation was considered to
be a fair price for the exchange.
The requirements of Item 9.01 do not apply to this transaction.
Item 5.01 Changes in Control of Registrant
Prior to the acquisition described in Item 2.01 above, control of Viridax
Corporation was held by Brett L. DeWees, a current director and the former
President, who owned 2,000,000 of the 3,925,000 shares outstanding. Subsequent
to the purchase of assets from Mycobis Corporation as identified in Item 2.01
above, no single individual or entity now controls the Registrant. Brett DeWees
and Mycobis Corporation each own 33.75% of the outstanding voting stock of the
Corporation, which totals 5,925,000 outstanding shares of voting common stock.
There are no arrangements in effect or contemplated which may subsequently
result in a change of control of the Corporation. No owner or owners of the
voting common stock have any options, warrants, or other rights of any type
whatsoever that pertain to ownership of the outstanding stock.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On April 25, 2005, Brett L. DeWees, acting as the sole Director of the
Corporation, appointed Richard C. Honour, Michael C, Maloney, and Javaid Sheikh
as interim Directors. Brett L. DeWees resigned as President, terminated Bonnie
Irby as Secretary and appointed Richard C. Honour as the new President and Chief
Executive Officer. Ledyard H. DeWees was also appointed as the new Secretary.
Brett L. DeWees continues to serve as a Director.
Executive Officers - Business Experience - Past 5 Years
Richard C. Honour, PhD, President & CEO
From 1997-2002, Dr. Honour served as the President & CEO of Phage
Therapeutics, Inc. and Phage Therapeutics International, Inc. companies involved
in the discovery and development of bacteriophage pharmaceutical products for
the treatment or antibiotic-resistant and other bacterial infections. In 2003 he
served as a Director of Phage Genomics, Inc., a company also involved in the
discovery and development of bacteriophage pharmaceutical products for the
treatment of antibiotic-resistant and other bacterial infections. In 2002, to
the present day he is a Director of Eulara Corporation, a company that develops
and markets skin care products and dietary supplements. He is also the current
President of Mycobis Corporation, a Florida biopharmaceutical company formed to
discover and develop bacteriophage therapeutic agents for the treatment of
antibiotic-resistant and sensitive bacterial pathogens.
Ledyard H. DeWees, Esq, Secretary
Mr. DeWees is an attorney and a member of the Florida Bar. For the past
five years he has limited his practice to corporate and securities laws.
Other Matters
There are no employment agreements in effect for any officers of the
Corporation.
Javaid Sheikh is the only Director who is also a Director in a reporting
company: Liska Biometry.
The only family relationship between any director and officer is that
Brett DeWees, Director, is the adult son (age 39) of Ledyard DeWees, the
corporate Secretary.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
VIRIDAX CORPORATION
Date: April 25, 2005 By: /s/ Richard C. Honour
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Richard C. Honour
President