UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F

(Mark One)

[

]

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

[ X

]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2008

[

]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[

]

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Event requiring this shell company report ……………..

For the transition period from ___________________ to ______________________

Commission file number:

0-51848

ALDA Pharmaceuticals Corp.

(Exact name of Registrant as specified in its charter)

Not applicable

(Translation of Company’s name into English)

Province of British Columbia, Canada

(Jurisdiction of incorporation or organization)

635 Columbia St. New Westminster, B.C., Canada, V3M 1A7

(Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class

Name of each exchange on which registered

Not Applicable

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Common Shares Without Par Value

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

(Title of Class)

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Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

49,511,799 common shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No [ X ]

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Yes o No [ X ]

Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes o No [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one):

Large accelerated filer o Accelerated filer o Non-Accelerated filer [ X ]

Indicate by check mark which financial statement item the Company has elected to follow.

Item 17 [ X ] Item 18 o

(APPLICABLE ONLY TO ISSUES INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PAST FIVE YEARS)

Indicate by check mark whether the Company has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

The information set forth in this Annual Report on Form 20-F is as at June 30, 2008 unless an earlier or later date is indicated.

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Financial information is presented in accordance with accounting principles generally accepted in Canada (“Canadian GAAP”) which are substantially the same as principles applicable in the United States (“US GAAP”) and practices prescribed by the United States Securities and Exchange Commission (“SEC”) except as set forth in Note 16 to the accompanying Financial Statements of the Company.

Contact person: Terrance Owen, President & CEO, 635 Columbia Street, New Westminster, BC, V3M 1A7, Phone: 604-521-8300 (Ext. 1), Fax: 604-521-8322, E-mail: terryowen@telus.net.

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FORM 20-F ANNUAL REPORT

TABLE OF CONTENTS

Part I Page


Item 1.	Identity of Directors, Senior Management and Advisors	2
Item 2.	Offer Statistics and Expected Timetable	3
Item 3.	Key Information	3
Item 4.	Information on the Company	16
Item 5.	Operating and Financial Review and Prospects	41
Item 6.	Directors, Senior Management and Employees	50
Item 7.	Major Shareholders and Related Party Transactions	62
Item 8.	Financial Information	64
Item 9.	The Offer and Listing	65
Item 10.	Additional Information	68
Item 11.	Quantitative and Qualitative Disclosures About Market Risk	78
Item 12.	Description of Securities Other Than Equity Securities	78

Part II


Item 13.	Defaults, Dividend Arrearages and Delinquencies	78
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds	78
Item 15.	Controls and Procedures	79
Item 16.	Reserved	79
Item 16A.	Audit Committee Financial Expert	79
Item 16B.	Code of Ethics	80
Item 16C.	Principal Accountant Fees and Services	81
Item 16D.	Exemptions from the Listing Standards for Audit Committee	81
Item 16E.	Purchases of Equity Securities by the Company and Affiliated Purchasers	81

Part III


Item 17.	Financial Statements	81
Item 18.	Financial Statements	82
Item 19.	Exhibits	82

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INTRODUCTION

The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.”

On November 13, 2003, the Company acquired the assets of ALDA Pharmaceuticals Inc. (“API”), a private company founded in 1996.

On November 26, 2003 the Company changed its name to ALDA Pharmaceuticals Corp. (“the Company”) The Company is still a British Columbia, Canada, company.

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value. There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.

BUSINESS OF ALDA PHARMACEUTICALS CORP.

The Company is principally in the business of developing infection control products for industrial and consumer use and for the treatment of topical infections

FINANCIAL AND OTHER INFORMATION

The Company’s reporting currency and domestic currency is Canadian Dollars. In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (“CDN$” or “$”). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$). Comparisons of historic exchange rates between the US$ and the CDN$ are contained in Section 3.A.3.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5, “Operating and Financial Review of Prospects”. These statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company’s strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues.

Forward-looking statements are based on certain assumptions and expectations of future events that are subject to risks and uncertainties. Actual future results and trends may differ materially from historical results or those projected in any such forward-looking statements depending on a variety of factors, including, among other things, the factors discussed in this Annual Report under ITEM #3, “Key Information, Risk Factors” and factors described in documents that the Company may furnish from time to time to the Securities and Exchange Commission. The Company undertakes no obligation to update publicly or revise any forward-looking statements because of new information.

MEASUREMENT INFORMATION

Canada uses the metric measurement system and all of the measures used by the Company adhere to the standards of the metric system.

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PART I

ITEM 1. IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS

1.A.1. Directors and senior management

Table No. 1 lists as of June 30, 2008 the names of the Directors of the Company.

Table No. 1

Directors


Name and Residential Address	Age	Date First Elected or Appointed
Terrance G. Owen 635 Columbia Street New Westminster, BC, Canada V3M 1A7	62	May 30, 2000
Peter Chen (1) 635 Columbia Street New Westminster, BC, Canada V3M 1A7	46	May 30, 2000
Eugene Hodgson (1) 1400 – 601 West Hastings Street Vancouver, BC, Canada V6B 5A6	52	October 12, 2004
Linda Allison (1) 3074 Spencer Place West Vancouver, BC, Canada V7V 3C9	61	June 30, 2003
Ronald Zokol 470 West Tower 555 West 12^th Avenue Vancouver, BC, Canada V5Z 3X7	59	November 13, 2003
William F. McCoy 735 Thornapple Drive Naperville, IL,. USA 60540	53	March 17, 2005

(1) Member of Audit Committee

1.A.2. Senior Management

Table No. 2 lists the names of the Senior Management of the Company. The Senior Management serves at the pleasure of the Board of Directors.

Table No. 2

Senior Management


Name and Position	Age	Date of First Appointment
Terrance Owen, President & CEO	62	May 30, 2000
Peter Chen, CFO and Secretary	46	May 30, 2000

Mr. Owen’s business functions, as President and CEO of the Company, include overall supervision of all officers and consultants, as well as strategic planning, business development, operations, liaison with auditors, accountants, lawyers, regulatory authorities, the financial community and shareholders; and reporting to the Board of Directors.

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Mr. Chen’s business functions, as CFO, include financial statement preparation, accounting, liaising with auditors, accountants, lawyers and regulatory authorities and preparation, payment and organization of the expenses, taxes, and other financial activities of the Company and reporting to the Board of Directors

Mr. Chen’s business functions, as Corporate Secretary, include attending and being the secretary of all meetings of the Board, shareholders and committees of the Board and entering, or causing to be entered in records kept for that purpose, minutes of all proceedings thereat; gives or causes to be given, as and when instructed, all notices to shareholders, Directors, officers, auditors and members of committees of the Board; is the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Company and of all books, records and instruments belonging to the Company, except when some other officer or agent has been appointed for that purpose; and in the future can have such other powers and duties as the Board of the chief executive officer may specify. Mr. Chen may delegate all or part of his duties as Corporate Secretary to a nominee or to corporate counsel from time to time.

1.B. Legal Advisors

The legal advisors for the Company are Getz Prince Wells, Barristers & Solicitors, 1810 – 1111 West Georgia St., Vancouver, B.C. V6E 4M3., Phone 604-605-4293 Fax 604 685-9798. As of October 2, 2007, the Company has retained Stanislaw Ashbaugh LLP, 4400 - 701 Fifth Avenue, Seattle, WA 98104 to assist in drafting of this report on Form 20F and to provide assistance with matters concerning securities laws in the United States but that firm does not provide other legal services to the Company.

The Company’s Bank is the Canadian Imperial Bank of Commerce. Its business address and telephone number are 554 6^th Street, New Westminster, British Columbia Canada V3L 3B5. Tel: (604) 665-7925.

1.C. Auditors

On June 30, 2007, the auditors for the Company were Berris Mangan, Chartered Accountants of 1827 West 5^th Avenue, Vancouver, British Columbia, Canada, V6J 1P5 (previously known as BME + Partners). On August 31, 2007, the Company changed auditors, due to a decision by Berris Mangan to focus its practice on companies with Canadian reporting responsibilities that are listed on the Toronto Stock Exchange. On the same date the Company appointed HLB Cinnamon Jang Willoughby, Charted Accountants (“CJW”) of 1827 West 5^thAvenue Vancouver, BC, Canada, V6J 1 P5 on an interim basis to conduct the year-end audit. CJW was appointed as the Company’s auditor at the Annual General Meeting held on December 12, 2007.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

No disclosure necessary.

ITEM 3. KEY INFORMATION

3.A.1. Selected Financial Data

The selected financial data should be read in conjunction with the financial statements and other financial information included elsewhere in the Annual Report.

The Company has not declared any dividends since incorporation and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain all available funds for use in its operations and the expansion of its business.

Table No. 3 is derived from the audited financial statements of the Company, which have been prepared in accordance with generally accepted accounting principles in Canada (“Canadian GAAP”), which are substantially the same as principles applicable to United States (“US GAAP”) and practices prescribed by the United States Securities and Exchange Commission (“SEC”), except the practices described in footnotes to the audited financial statements for the years ended June 30, 2008, 2007, 2006, 2005, and 2004.

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Table No. 3

Selected Financial Data

(CDN$)


	Year Ended 2008	Year Ended 2007	Year Ended 2006	Year Ended 2005	Year Ended 2004
CANADIAN GAAP
Revenue	249,042	256,243	223,586	239,271	111,363
Net (Loss) for the Year	(1,937,735)	(562,090)	(378,301)	(796,301)	(731,479)
Basic Income (Loss) Per Share	(0.05)	(0.02)	(0.02)	(0.06)	(0.08)
Dividends Per Share	0	0	0	0	0
Wtg. Avg. Shares (000)	42,605,353	22,582,026	17,857,709	13,663,856	9,027,179
Period-end Shares	49,511,799	32,192,404	20,800,404	15,784,404	12,784,404

Working Capital	2,470,247	627,730	33,169	138,548	415,167
Long-Term Debt	0	0	0	0	0
Capital Stock	5,524,289	2,658,868	2,094,770	1,856,285	1,607,620
Shareholders’ Equity (Deficit)	2,476,054	779,898	157,368	271,028	800,222
Total Assets	2,533,975	854,166	216,872	300,893	830,764

US GAAP
Net Loss	(1,937,735)	(562,090)	(378,301)	(796,301)	(731,479)
Loss Per Share	(0.05)	(0.02)	(0.02)	(0.06)	(0.08)
Shareholders’ Equity	2,476,054	779,898	157,368	271,028	800,222
Total Assets	2,533,975	854,166	216,872	300,893	830,764

3.A.3. Exchange Rates

In this Annual Report, unless otherwise specified, all dollar amounts are expressed in Canadian Dollars (CDN$). The Government of Canada permits a floating exchange rate to determine the value of the Canadian Dollar against the U.S. Dollar (US$).

Table No. 4 sets forth the exchange rates for the Canadian Dollar at the end of five most recent fiscal years ended June 30, 2008, the average rates for the period and the range of high and low rates for the period. The data for each month during the most recent six months is also provided.

For purposes of this table, the rate of exchange means the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York.

The table sets forth the number of US Dollars required under that formula to buy one Canadian Dollar. For example, where the number “0.8704” is quoted in the upper left hand number in the table, it means that it took on average in February 2006, 87.04 cents US to purchase one Canadian dollar. For all periods presented, the Canadian dollar has been worth less than one US dollar.

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Table No. 4

U.S. Dollar/Canadian Dollar


Period	Average	Low	High	Close
February 2009	0.8031	0.7870	0.8202	0.7870
January 2009	0.8155	0.7849	0.8458	0.8088
December 2008	0.8100	0.7711	0.8358	0.8166
November 2008	0.8209	0.7779	0.8696	0.8083
October 2008	0.8441	0.7726	0.9426	0.8220
September 2008	0.9449	0.9263	0.9673	0.9435

Three Months Ended June 30, 2008	0.9900	0.9726	1.0158	0.9817
Three Months Ended March 31, 2008	0.9958	0.9686	1.0289	0.9729

Fiscal Year Ended June 30, 2008	0.9897	0.9298	1.0905	0.9817
Fiscal Year Ended June 30, 2007	0.8831	0.8437	0.9452	0.9404
Fiscal Year Ended June 30, 2006	0.8602	0.8044	0.9099	0.8969
Fiscal Year Ended June 30, 2005	0.8002	0.7492	0.8493	0.8159
Fiscal Year Ended June 30, 2004	0.7445	0.7084	0.7879	0.7460

3.B. Capitalization and Indebtedness

Table No. 5 sets forth the capitalization and indebtedness of the Company as of June 30, 2008. During the year ended June 30, 2008, 11,086,500 warrants were exercised by the holders at an exercise price range of $0.10 to $0.30 per unit for gross proceeds of $1,918,200. No warrants were exercised by the holders subsequent to June 30, 2008.

During the year ended June 30, 2008, the Company granted total of 1,820,000 options at an exercise price of $0.50 and $1,150,000 options at an exercise price of $0.80 to certain consultants, employees, directors, investor relations and senior officers of the Company. During the year ended June 30, 2008, 650,000 options were exercised at an exercise price range of $0.10 to $0.11 per option for gross proceeds of $ 67,000. Subsequent to June 30, 2008, 380,000 options were exercised by the option holders at an exercise of $0.10 per unit for gross proceeds of $ 38,000. The Company also granted incentive stock options to certain directors, senior officers, employees and consultants to purchase an aggregate of 550,000 common shares at an exercise price of $0.20 and a term of five years, expiring on October 31, 2013.

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Table No. 5

Capitalization and Indebtedness

As of June 30, 2008

_____________________________________________________________________________________


SHAREHOLDERS’ EQUITY
Common shares issued and outstanding	49,511,799
Share Capital	$5,524,289
Contributed Surplus-Warrants	$ 447,532
Contributed Surplus – Options	$1,045,759
Retained Earnings (deficit)	$(4,541,526)
Net Shareholders’ Equity	$2,533,975
TOTAL CAPITALIZATION
Stock Options Outstanding (2):	4,800,000
Warrants Outstanding (1):	6,677,500
Capital Leases:	None
Guaranteed Debt	None
Secured Debt:	None

(1) Of the 6,677,500 warrants outstanding, 3,205,000 warrants were exercisable until June 7, 2008 , 2008 at an exercise price of $0.20 per warrant, and thereafter at a price of $0.30 per warrant until June 7, 2009; 742,500 warrants were exercisable until August 13, 2008 at an exercise price of $0.24 per warrant, and thereafter at a price of $0.36 per warrant until August 13, 2009; 2,730,000 warrants were exercisable until November 22, 2008 at an exercise price of $0.30 per warrant, and thereafter at a price of $0.45 per warrant until November 22, 2009.

(2) See Table 11 for exercise prices and terms of these options.

_____________________________________________________________________________________

3.C. Reasons for the Offer and Use of Proceeds

No disclosure necessary.

3.D. Risk Factors

Risks pertaining to the Company:

The Company's limited operating history makes it difficult to evaluate the Company’s current business and forecast future results.

The Company has been operating only since November, 2003 and has operating losses of $1,976,475, $562,090 and $380,026, in the years ended June 30, 2008, 2007 and 2006, respectively. This limited operating history and the varying amount of funds spent on activities such as patenting, trademark protection and product development and testing leads the Company to believe that period-to-period comparisons of its operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance.

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For example, over the last three fiscal years, the revenues generated from the sale of T³6^® Disinfectant have been relatively consistent. For example, revenues in 2006 were $223,586 and increased in 2007 by 15% to $256,243, likely due to the timing of customer orders and the introduction of the new T³6^® Hand Sanitizer. In 2008, revenues of $249,042 were essentially the same as the revenues in 2007. Until the Company has more products to sell or develops new markets for its current product, sales will probably not change much from year to year.

There is more variability in operating expenses which were $498,616 in 2006, increased to $662,958 in 2007 and increased significantly again to $2,068,283 in 2008. These increases in costs that were observed between 2007 and 2008 were due to increases in cash costs such as consulting fees paid to executives of the Company and to outside product regulatory consultants, experimental testing that was done on the Company’s prospective therapeutic products to support product registrations with Health Canada and the FDA., increased investor relations activities and increased wages and benefits. Increased non-cash expenses included a substantial increase of more than $900,000 in non-cash, stock based compensation compared to 2007 and a one-time expensing of intellectual property costs of $86,238 and of intangible assets of $104,400 in 2008. More details on these expenses and the changes observed from 2006 to 2008 are provided below in Item 5.A. “Operating Results of The Company”.

In connection with the settlement of legal disputes, the Company recognized a net gain of $10,545 and $37,383 in fiscal years 2007 and 2006, respectively, with no such gain in 2008. In the future, the Company is intending to invest varying amounts in continued intellectual property protection, product development, product testing of therapeutic products and clinical trials. All of these discretionary activities depend on the availability of external funds. Since the Company cannot depend on being able to raise funds as needed for its planned activities, the expenditures will match the availability of external funds. Therefore, the levels of these discretionary expenditures are not predictable. Also, the Company has been working on new products that may be introduced to the market but the timing of such product introductions is never certain. As a result, the Company cannot predict its expenditures, revenues or losses with any certainty. However, since an ambitious program of product testing and registrations are planned, it is certain that any funds that are raised will be invested in these activities and that losses will be incurred for the foreseeable future. The magnitude of these losses cannot be predicted.

The Company has no significant source of operating cash flow and failure to generate revenues in the future could cause the Company to go out of business.

Based upon current plans to introduce T³6^® Disinfectant into additional markets in Canada and internationally, pursue the patent applications and regulatory approvals for the T³6^®technology, develop new products, maintain the Company’s public listing on the TSX Venture Exchange and secure the registration of its securities and a listing on a stock exchange in the US, the Company expects to incur operating losses in future periods. These loses will occur because there are continuing expenses associated with the marketing and production of the Company’s products, research and development, intellectual property protection, registration of products with regulatory bodies, legal and accounting fees, the maintenance of its public listing and other expenses associated with running an operating business. The Company has a burn rate of approximately $80,000 per month. At this burn rate, the cash on hand of $2,446,368 as of June 30, 2008 will last approximately 30 months, assuming the same level of expenditures, and further fund raising will be required to continue operations. Also, the Company may not be successful in generating revenues in the future. Failure to generate revenues could cause the Company to go out of business.

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If the Company raises further funds through equity issuances, the price of its securities could decrease due to the dilution caused by the sale of additional shares.

Additional funds raised by the Company through the issuance of equity or convertible debt securities will cause the Company’s current shareholders to experience dilution and possibly lower the trading price of its shares. Such securities may grant rights, preferences or privileges senior to those of the Company’s common shareholders. The Company is not profitable and will not be profitable for the foreseeable future under its current development plan. The Company plans to issue further equity to raise funds as necessary to continue operations and fund its program of research and development, patent protection and regulatory approvals. As a result, an indeterminate amount of dilution of the Company’s capital stock will occur.

The Company has issued only 49,511,799 shares out of its authorized capital of an unlimited number of common shares, which could be dilutive and negatively affect the share price.

Having an unlimited number of authorized but unissued common shares could allow the Company’s Directors and Officers to issue a large number of shares without shareholder approval, leading to significant dilution of current shareholders and possible lowering of the share price.

The Company could enter into debt obligations and not have the funds to repay these obligations.

The Company does not have any contractual restrictions on its ability to incur debt and, accordingly, the Company could incur significant amounts of indebtedness to finance its operations. Any such indebtedness could contain covenants, which would restrict the Company’s operations. The Company might not be able to repay indebtedness. The Company does not plan on entering into any debt obligations in the next twelve months.

The Company has a history of generating limited revenues and the continuing failure to generate further revenues could cause the Company to cease operations.

The Company has no history of pre-tax profit and in the previous three years has had annual revenues for each of the years ended June 30 of $249,042 in 2008, $256,243 in 2007 and $223,586 in 2006. The Company sustained operating losses for each of the fiscal years ended June 30, 2008, 2007and 2006 of $1,976,475, $562,090 and $380,026, respectively. The Company has sustained accumulated operating losses in its last audited year of operation in fiscal 2008 of $4,541,526. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. The Company may not be successful in generating revenues or raising capital in the future. Failure to generate revenues or raise capital could cause the Company to cease operations. The auditor’s report to the shareholders, dated October 21, 2008, is expressed in accordance with Canadian reporting standards, which do not require a reference to conditions and events that cast substantial doubt on the Company's ability to continue as a going concern when these are adequately disclosed in the financial statements. In the United States, reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern. Had the Company’s financial statements been audited by US auditors, the Company may have received a “going concern” qualification. A “going concern” qualification, or the existence of a basis for such a qualification, could negatively affect the Company’s ability to raise capital.

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As the Company is a Canadian company, it may be difficult for U.S. shareholders of the Company to effect service on the Company or to realize on judgments obtained in the United States.

The Company is a Canadian corporation. A majority of its directors and officers are residents of Canada and a significant part of its assets are, or will be, located outside of the United States. As a result, it may be difficult for shareholders resident in the United States to effect service within the United States upon the Company, directors, officers or experts who are not residents of the United States, or to realize in the United States judgments of courts of the United States predicated upon civil liability of any of the Company, directors or officers under the United States federal securities laws. If a judgment is obtained in the U.S. courts based on civil liability provisions of the U.S. federal securities laws against the Company or its directors or officers, it will be difficult to enforce the judgment in the Canadian courts against the Company and any of the Company’s non-U.S. resident executive officers or directors. Accordingly, United States shareholders may be forced to bring actions against the Company and its respective directors and officers under Canadian law and in Canadian courts in order to enforce any claims that they may have against the Company or its directors and officers. Nevertheless, it may be difficult for United States shareholders to bring an original action in the Canadian courts to enforce liabilities based on the U.S. federal securities laws against the Company and any of the Company’s non-U.S. resident executive officers or directors.

The Company’s future performance is dependent on key personnel. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company.

The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and its Board of Directors. Dr. Terrance G. Owen is the President, Chief Executive Officer and a Director. Peter Chen is the Secretary, Chief Financial Office and a Director. Dr. Linda Allison, Dr. Ronald Zokol, Dr. William F. McCoy and Eugene Hodgson are independent Directors. Dr. Allison, Mr. Chen and Mr. Hodgson are members of the Audit Committee. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company’s business, results of operations and financial condition. There is no assurance that key personnel can be replaced with people with similar qualifications within a reasonable period of time. The Company currently does not carry any key person insurance on any of the executives or members of the board of directors. The only contracts in place with any of the employees, officers or directors of the Company are with Terrance Owen and Peter Chen. Details of these contracts are disclosed below in Item 6.C.2. “Directors’ Service Contracts” and the contracts are provided as Exhibits 4.j and 4.k.

The Company has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its common shares in the foreseeable future.

The Company has not declared any dividends since its inception in 2000, and has no present intention of paying any cash dividends on its common shares in the foreseeable future. The payment by the Company of dividends, if any, in the future, rests in the discretion of the Company's Board of Directors and will depend, among other things, upon the Company's earnings, its capital requirements and financial condition, as well as other relevant factors.

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The Company’s future performance is dependent on key collaborators and a loss of any collaborators could have a material adverse effect on the Company by reducing or eliminating the ability of the Company to manufacture or sell its products.

Prior to June 18, 2008, the Company was dependent on Norwood Packaging Ltd. (“Norwood”) to manufacture its products to a standard that is accepted by Health Canada. However, a manufacturing agreement with Norwood (Exhibit 4.b.) was terminated by mutual agreement on June 18, 2008 (Exhibit 4.l.). Subsequently, the Company had another company, Cosmaceutical Research Lab, Inc. (“CRL”), also located in Surrey, BC, Canada, manufacture T³6^® Disinfectant. The products produced by CRL passed the Company’s quality control requirements. Although other manufacturers have been identified, they do not have the same familiarity as Norwood and CRL with the manufacturing of the Company’s products. If the Company had to switch manufacturers there would be a start-up period in which sales would be lost and revenues would drop. An agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”), which allowed manufacturing and marketing in Fujian province in China (Exhibit 4.c.) has been transferred to He-Yi She Ye Limited (“He-Yi”) and expanded to cover marketing in all of China (Exhibit 4.g.). The relationship with He-Yi is important because registration and manufacturing of T³6^®Disinfectant in China depends on the successful completion of the required applications by He-Yi and acceptance of the registrations by the Chinese government agencies. At this time, the Company has no other agent working on its behalf in China. If He-Yi were to fail or go out of business, the Company would have to find another agent to represent its interests in China. This would delay the registrations in China and lead to reduced revenue expectations. The loss of the services of Phigenics, LLC to assist with US product registrations would necessitate finding another collaborator to assist with registrations of the Company’s products with the Environmental Protection Agency (“EPA”) of the US and with the marketing of the Company’s products to the customer base served by Phigenics.

There is no assurance that the patent applications filed for the T³6^®technology or for other products will be approved, and failure to obtain such approvals could leave the Company with no protection for its intellectual property and reduced sales.

Patent protection of the T³6^® technology is very important to the Company’s current and future products because the T³6^® Disinfectant technology is the basis for its products. Although patents have been allowed in the United States, and in China, there is also no assurance that future patent applications will be successful. A lack of patent protection would significantly alter the competitive environment and possibly allow competitors to infringe on the technology of the Company’s business. Reduced revenues and lack of future products could result from such infringement.

There is no assurance that the Company will be able to secure the funds needed for future development, and failure to secure such funds could lead to a lack of opportunities for growth.

Many of the Company’s commercial products require laboratory testing that could cost as much as $100,000 per product or more to establish toxicity, efficacy and analytical methods. This testing is required in order to obtain required regulatory approvals from Health Canada and the EPA in the US. The cost to obtain FDA approval for any product is much higher because very expensive human trials are required. A lack of funds would impair the ability of the Company to complete such tests. A lack of funds would also impair the Company’s ability to establish marketing and sales plans once the products have been approved for sale. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

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There is no assurance that research and development being conducted by the Company to create new products will be successful.

The Company is conducting research and development on new products, but the outcomes of research and development are never certain. For example, there is no assurance that any new products will be developed or that any new products that do result will have a competitive advantage or market acceptance, will not be superseded by the new products of competitors, will not infringe on the patents of other companies or that other companies will not develop products that infringe on patents obtained by the Company for its new products. The Company has completed the formulations for new products but still needs to conduct the toxicity and efficacy tests and establish the analytical methods required to obtain regulatory approvals from Health Canada and the EPA and FDA in the US.

The Company and the Company’s products have limited brand awareness which limits the ability of the Company to gain credibility from prospective customers and to sell its products into new markets.

Market knowledge of the Company’s name is limited. The Company will need to devote considerable resources to educate new markets about the products the Company offers. In establishing new markets, the Company will be competing with companies that are potentially already entrenched in such markets or may be better funded than the Company. The ability of the Company to raise brand awareness will depend on its ability to raise the money required to undertake such an intensive marketing effort. As noted elsewhere, there is no assurance that the Company can raise funds required for such an investment in marketing.

The Company has limited sales and marketing experience and can provide no assurance that the Company can keep its current customers or gain new ones.

The Company has limited experience in marketing and selling its products. The Company had two sales and marketing people until February 2, 2007, one working only part-time in sales with just over three years of experience with the Company and no prior sales experience, and the other with three years experience with the Company and no prior sales experience in pharmaceutical or disinfectant products. With the departure of the more experienced sales and marketing person, the Company has one person remaining part-time in sales and marketing. The Company will have to expend substantial funds to promote and develop its products. The Company’s success in this regard will depend on the quality of its products and its ability to develop and implement an effective sales and marketing strategy. Current plans call for the expenditure of up to $1,000,000 over the next 18 months for marketing activities. Failure to achieve these objectives will have a material adverse effect on the Company and on its results of operations and financial condition.

Conflicts of interest may exist for Directors and Officers which may inhibit their ability to act in the best interests of the Company and its shareholders leading to possible impairment of the Company’s ability to achieve its business objectives.

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Terrance Owen has been the Secretary of Bi-optic Ventures Inc. (“Bi-Optic”), a company listed on the TSX Venture Exchange, since September, 2002 and a Director of this same company since September, 2006. As a non-management Officer and Director of Bi-Optic, Mr. Owen spends approximately two hours per month on the business of Bi-Optic since Bi-Optic is operationally inactive while seeking acquisition prospects. If Bi-Optic becomes active, Mr. Owen may be required to devote more time to the affairs of Bi-Optic. Mr. Owen also controls a company, Duft Enterprises Corp., that owns the building in which the Company is located and the Company pays rent to Duft Enterprises Corp. Peter Chen is not a Director or Officer of any other company nor has Mr. Chen spent any time on other companies or on financial consulting for other companies since the Company completed the Qualifying Transaction in November, 2003. Neither Peter Chen nor Terrance Owen is a Director or Officer of any companies that compete with or provide services that are similar to those of the Company. Eugene Hodgson, Director, is a Director of two other junior public companies, Timmins Gold Corp., and Grandfield Pacific Inc., both in the resource industry.

Management of the Company can, through their stock ownership in the Company, influence all matters requiring approval by the Company’s shareholders.

Management of the Company as at June 30, 2008, directly own 1,494,500 shares, which was 3.02% of the Company's issued and outstanding common shares at that date. These shareholders, if acting together and soliciting the support of persons known to them, will be able to significantly influence all matters requiring approval by the Company's shareholders, including the election of directors and the approval of mergers or other business combination transactions. Management may not make decisions that will maximize shareholder value and may make decisions that will contribute to or cause the entrenchment of management.

The value and transferability of the Company shares may be adversely impacted by the limited trading market for the Company’s common shares.

No assurance can be given that a market for the Company’s common shares will be quoted on an exchange in the U.S. or on the NASD's Over the Counter Bulletin Board. The Company’s common shares may be subject to illiquidity and investors may not be able to sell their shares in a timely manner.

The value and transferability of the Company shares may be adversely impacted by the penny stock rules.

The sale or transfer of the Company common shares by shareholders in the United States may be subject to the so-called "penny stock rules." Under Rule 15g-9 of the Exchange Act, a broker or dealer may not sell a "penny stock" (as defined in Rule 3a51-1) or effect the purchase of a penny stock by any person unless:

(a)

Such sale or purchase is exempt from Rule 15g-9;

(b)

Prior to the transaction the broker or dealer has (1) approved the person's account for transaction in penny stocks in accordance with Rule 15g-9, and (2) received from the person a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased; and

(c)

The purchaser has been provided an appropriate disclosure statement as to penny stock investment.

The SEC adopted regulations generally define a penny stock to be any equity security other than a security excluded from such definition by Rule 3a51-1. Such exemptions include, but are not limited to (1) an equity security issued by an issuer that has (i) net tangible assets of at least $2,000,000, if such issuer has been in continuous operations for at least three years, (ii) net tangible assets of at least $5,000,000, if such issuer has been in continuous operation for less than three years, or (iii) average revenue of at least $6,000,000 for the preceding three years; (2) except for purposes of Section 7(b) of the Exchange Act and Rule 419, any security that has a price of $5.00 or more; and (3) a security that is authorized or approved for authorization upon notice of issuance for quotation on the NASDAQ Stock Market, Inc.'s Automated Quotation System. It is likely that the Company’s common shares, assuming a market were to develop in the US, will be subject to the regulations on penny stocks. Consequently, the market liquidity for the common shares may be adversely affected by such regulations limiting the ability of broker/dealers to sell the Company’s common shares and the ability of shareholders to sell their securities in the secondary market in the US Moreover, the Company shares may only be sold or transferred by the Company shareholders in those jurisdictions in the US in which an exemption for such "secondary trading" exists or in which the shares may have been registered.

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There is no market for the Company’s common shares in the United States.

The Company is not listed on any stock exchange in the United States nor is there any guarantee that the Company will be listed on any stock exchange in the United States in the future. As a result, there is no market for the Company’s common shares in the United States and there is no guarantee that there will be a market for the Company’s common shares in the United States

Risks Pertaining to the Industry

Registration of products may not occur in a timely manner which could lead to delays in product introductions, reduced revenue expectations and extra costs to conduct further tests to satisfy regulatory agencies.

Government agencies, such as the EPA and the Food and Drug Administration (“FDA”) in the United States and Health Products and Food Branch in Canada, need to provide approvals of the Company’s products prior to any sales of these products. To obtain such approvals, the Company must submit extensive amounts of information on the efficacy, toxicology, carcinogenicity, mutagenecity and other testing of the products that it is trying to register. After all of the information is provided, the agencies can request supplemental information and further testing. Once all of the requirement for documentation is satisfied, the agencies can take up to 24 months or longer to provide approvals for the Company to market its products. Significant delays could lead to slower revenue growth than anticipated. In addition, regulatory delays can allow time for competitors to devise strategies to prevent or reduce market penetration. There is no assurance that government agencies will accept for registration any of the Company’s products.

There is a risk that the Company’s intellectual property infringes upon the rights of other companies, which could lead to reduced revenues, reduced margins due to sanctions against the Company, outright withdrawal or prohibition of products or trademarks from the market and significant costs for legal defense against infringement claims, re-branding of products and revised marketing materials.

The Company is unaware of any infringement claims being made against the Company or its products or processes, except that JohnsonDiversey, Inc. (“JDI”) took action against the Company for use of the trademark, “Viralex”, which JDI claimed infringed on their trademark, Virex. This action was settled by the Company accepting a one-time payment of US$30,000 and agreeing to cease to use the name. The Company instead now uses the trademark “T³6^®” for its products and this trademark is registered in both Canada and the US. The change of name from Viralex to T³6^®caused some confusion among the customers of the Company and required additional expenditures to be made for new labels, packaging and marketing materials, as well as mailings to advise customers of the change. There was no noticeable effect on overall sales on a quarterly basis beyond normal fluctuations. Also, Triosyn Holdings Inc. has indicated it will file an objection to the Company’s proposed trademark T³6 Disnfex^TM. Further information on this possible action is described in more detail below in the information on patents and intellectual property.

There can be no assurances that other third parties will not assert infringement claims in the future or require the Company to obtain a license for the intellectual property rights of such third parties. There can be no assurance that such a license, if required, will be available on reasonable terms or at all. If the Company does not obtain such a license, it could encounter delays in the introduction of products or could find that the development, manufacture or sale of products requiring such a license could be prohibited.

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There is a risk that earlier inventions may exist that invalidate the Company’s patent applications so that the Company may not be able to sell any infringing products.

The Company has patents issued in the United States, China and Australia and patent applications have been filed in the European Union, Canada and Singapore. These patents and patent applications seek intellectual property protection for the basic formulation of the T³6^®Disinfectant and the method for making it. Additional patent applications have been filed to cover certain therapeutic applications of the T³6^® Technology in the United States and China. There can be no assurance that the Company’s patents, if challenged, will be held valid or enforceable by a court. Patent applications are maintained in secrecy for a period of time after filing, and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, the Company cannot be certain that it was the first creator of inventions covered by pending patent applications, or that it was the first to file patent applications for such inventions. The Company might have to participate in interference proceedings in the U.S. Patent and Trademark Office to determine priority of invention, at substantial cost.

There may be limited ability to defend the patents if and when they are issued, leading to loss of sales that might otherwise be realized if the Company was in a position to defend its patents.

Litigation among pharmaceutical companies can be intense and costly. The Company might not have the financial ability to defend its patents, or any that may be issued, against larger industry players. Litigation may be necessary to enforce patents issued or assigned to the Company, or to determine the scope and validity of a third party's proprietary rights. Additionally, there can be no assurances that the Company would prevail in any such action. An adverse outcome in litigation or as part of an interference or other proceeding in a court or patent office could subject the Company to significant liabilities, require disputed rights to be licensed from other parties or require the Company to cease using certain technology or products, any of which could have a material adverse effect on the Company’s business.

The market for disinfectant products is competitive and well established with a number of large, multinational, widely recognized companies with significant financial and marketing resources selling, and possibly developing, similar products.

Competitors are already well established in the market for disinfectant products. The introduction of a new product into this existing market could be met with aggressive marketing, price cutting and distribution impediments by competitors. To obtain market share, the Company’s business must penetrate a market with established competitors and obtain sufficient recognition to be able to displace the existing disinfectant products. Substantial funds will have to be spent on marketing and education to achieve these objectives. Competitors may be developing new technologies and new products that will offer significant improvements over existing products, including those offered by the Company. There can be no assurance that others will not independently develop similar products, duplicate any of the Company’s products or, if patents are issued to the Company, design around such patents. There can be no assurance that a competitor's technology or product would be found to infringe the Company’s patents. Key competitors are Germiphene Corporation, Virox Technologies, Inc., JohnsonDiversey Inc., Advanced Sterilization Products and Metrex Research Corporation. All of these companies are well established and sell disinfection products into the same markets served by the Company.

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The Company’s T³6^® Disinfectant is composed of various chemicals that may pose risks due to flammability and possible health risks.

One of the main components of T³6^® Disinfectant is ethanol, which is flammable and, at a concentration of 95%, has a flash point (the minimum temperature at which the liquid produces a sufficient concentration of vapour above it that it forms an ignitable mixture with air) of 17 ^oC. T³6^® contains 70% ethanol which raises the flash point of T³6^® Disinfectant to 24^oC. The transport and storage of T³6^® Disinfectant can pose a fire hazard if shipped or stored in sufficient quantities. The Company uses an independent warehousing company to store and ship T³6^® Disinfectant. The warehouse is fully equipped with fire suppression equipment according to the relevant regulations established by the municipal, provincial and federal governments. T³6^® Disinfectant is shipped only by ground in cases of 4 bottles holding 4 litres each or 12 bottles holding 0.48 litres. In these quantities, T³6^® Disinfectant is not classified as a “Dangerous Good” under Sections 1.15, 1.16 and 1.17 of the “Transportation of Dangerous Goods Act” administered by Transport Canada. As a result, no special regulations apply to the shipping of T³6^® Disinfectant by ground within Canada. There is no guarantee that special shipping regulations will not be applied to shipments of T³6^® Disinfectant in the future or in other jurisdictions, such as the United States.

Two potentially toxic components of T³6^® Disinfectant are present in relatively low concentrations compared to their LD₅₀ levels (the amount of the substance that kills 50% of the test population of experimental animals when administered as a single dose). O-phenylphenol (“OPP”) in pure crystalline form is considered to be a possible carcinogen and eye contact can cause severe irritation or burns with possible eye damage (Concentration in T³6^® Disinfectant = 2,800 ppm, oral LD₅₀ = 2,480 mg/kg in rats). For some individuals, o-phenylphenol can also irritate the skin. Benzalkonium chloride (BZK), supplied as a 50% solution in water, has been reported to cause allergic reactions and the swelling of the mucosa when used as nose sprays on a continuous, long-term basis by sensitive users (Concentration in T³6^® Disinfectant = 2,000 ppm, oral LD₅₀ = 300 mg/kg in rats). The Company does not directly handle, store, use or dispose of OPP or BZK in pure form but only in their highly diluted form in T³6^® Disinfectant. Further, because the denatured alcohol that contains Bitrex to prepare T³6^® Disinfectant, the consumption of significant amounts of T³6^® Disinfectant is not possible. Therefore, it is unlikely that anyone can be poisoned or otherwise harmed through the proper use of T³6^® Disinfectant as instructed by the Company.

Toxicology studies conducted for the Company by Product Safety Labs (“PSL”), located in Dayton, New Jersey, have confirmed that T³6^® Disinfectant has no harmful effects on animals except as reported below by PSL.

Acute inhalation (rat): LC₅₀ > 2020 mg/m3. Difficulty breathing, irregular respiration, lethargy and discharge from nose and eyes reported.

Acute oral (rat): LD₅₀ > 5000 mg/kg. Lethargy and hunched posture reported.

Acute dermal (rat): LD₅₀ > 2000 mg/kg. No systemic effects observed.

Effects not observed but possible based on individual ingredients may include: ataxia, loss of coordination, drowsiness, intoxication, nausea and vomiting.

However, T³6^® Disinfectant is classified as a moderate eye irritant. Although T³6^® Disinfectant is not measurably toxic if used as directed, it is possible that regulations against these chemicals may become more restrictive and affect the ability of the Company to market its products in certain jurisdictions without additional warning labels. None of the chemicals present in T³6^® pose a serious threat to the environment and are biodegradable. However, given the attention that any chemicals may attract from environmental groups, it is possible that negative publicity about these chemicals could affect the ability of the Company to market its products in certain jurisdictions. There are persuasive arguments and credible scientific evidence that is available to support the safety of T³6^® Disinfectant, but such an educational effort on the part of the Company would require funds to be spent and would affect the profitability of the Company.

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The Company has a limited number of customers and is dependent on a few key accounts to maintain its current levels of sales.

The key customers for which sales account for more than 10% of total revenues are:

Esthetics Plus, Inc.: A distributor to the beauty market with a contract (Exhibit 4.h.) that renews on an annual basis. The terms of the contract are summarized below in “Section 10.C, Material Contracts”.

Sinclair Dental Limited: A distributor to the dental market and a customer of the Company for nearly 5 years,

The Stevens Company Limited: A distributor to the scientific and medical markets and a customer of the Company for nearly 4 years, VWR International: A distributor to the laboratory market and customer of the Company for nearly 5 years and

Product Distribution Centre: A distributor that is owned by the provincial government of BC, supplies the province’s public sector consumers within BC and a customer of the Company for nearly 5 years.

The Company currently sells its T³6^® Disinfectant through these distributors and is also planning on introducing new products, such as the T³6^® "Ready to Use" Disinfectant Cleaner, T³6^® Disinfectant Cleaner CONCENTRATE, and the corresponding wipes through these same distributors. The current sales and the plans to introduce the new products through these distributors would be disrupted if any of these distributors stopped representing the Company. The result would be a reduction in the Company’s revenues until new distributors could be found. It is possible that new distributors could not be found and the Company would have to try to sell its products directly to the end users, leading to a significant increase in marketing and sales costs even if the sales levels could be regained.

ITEM 4. INFORMATION ON THE COMPANY

4.A. History and Development of the Company

Capital Pool Company

The Company was incorporated by registration of its Memorandum and Articles under the BC Companies Act on May 30, 2000 under the name “Duft Biotech Capital Ltd.” and was classified as a Capital Pool Company (“CPC”) on the TSX Venture Exchange. Under the policies of the TSX Venture Exchange, the principal business of a CPC is to identify and evaluate opportunities for acquisition. The completion of such an acquisition is referred to as a Qualifying Transaction. A CPC does not carry on any business other than the identification and evaluation of assets or businesses in connection with potential Qualifying Transactions, does not have business operations or assets other than seed capital and has no written or oral agreements for the acquisition of an asset or business at the time of formation.

A “Qualifying Transaction”, pursuant to the policies of the TSX Venture Exchange, is a transaction whereby a capital pool company:

(a)

Issues or proposes to issue, in consideration for the acquisition of significant assets or businesses, common shares or securities convertible, exchangeable or exercisable into common shares, which, if fully converted, exchanged or exercised would represent more than 25 percent of its common shares issued and outstanding immediately prior to the issuance;

(b)

Enters into an arrangement, amalgamation, merger or reorganization with another issuer with significant assets, whereby the ratio of securities which are distributed to the security holders of the capital pool company and the other issuer results in the security holders of the other issuer acquiring control of the resulting entity; or

(c)

Otherwise acquires significant assets other than cash.

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Qualifying Transaction

On November 13, 2003, the Company completed its Qualifying Transaction, which was the acquisition of the assets of API, a private company founded in 1996 and since renamed 513947 BC Ltd. (“513947”). The transaction was approved by the TSX Venture Exchange as a valid Qualifying Transaction.

To support the acquisition of API as its Qualifying Transaction, the Company had an independent valuation of API conducted. From the valuation, direct development costs were estimated to be $378,000 as follows.

Intellectual property development (patent application & trademarks)

$31,584

Marketing materials development

$38,756

Product development

$237,668

Regulatory approval

$69,788

Total direct developmental costs (rounded up)

$378,000

These direct development costs were discounted by 20% to $302,400. Estimated administrative costs of $45,000 and unpaid salaries of $192,551 were added to the discounted direct development costs to arrive at a total value of $539,951. This value was rounded up to $540,000 and $15,000 worth of inventories of completed T³6^® Disinfectant and raw materials brought the total to $550,000.

The Company purchased these assets of API with 3,711,263 shares of the Company plus forgiveness of loans and accrued interest of $57,747.40 advanced to API by the Company prior to completion of the Qualifying Transaction. The Company purchased only the assets and not the liabilities of API except for the trademark litigation undertaken by JohnsonDiversey Inc. against API. This litigation was subsequently settled and is discussed elsewhere. As a result of the asset purchase, API became the registered owner of the shares of the Company. The Company also acquired the intellectual property and $17,500 worth of inventory from API. The intellectual property consisted of one patent application, #PCT/CA2002/001284, “A wide spectrum disinfectant”, filed on August 20, 2002 under the Patent Cooperation Treaty (PCT), described in more detail below. two Drug Identification Numbers (“DIN’s”, i.e.,02245056 for T³6^® Disinfectant under its previous name, “Spritz” and 02231344 for the same product renamed, “Viralex” and subsequently renamed to “T³6^® Disinfectant”), provided to the Company by Health Canada and the pending trademarks for “Viralex”, “T³6” and a logo displayed with the name, “ALDA Pharmaceuticals”. (described under “Trademarks” in Section “4.B. Business Overview”), customer lists and contacts, products under development (also described in “4.B. Business Overview”), marketing materials, technical bulletins, and instructions for customers and technical studies.

Agreements that still remain in effect as a result of the asset purchase are the appended Voting Agreement and the Non-Competition Agreement.

Voting Agreement (Exhibit 3.)

The parties to the Voting Agreement, dated November 13, 2003 and established as a condition of completing the Qualifying Transaction, are API, Allan Shapiro (“Shapiro”), Michael Wilby (“Wilby”), the Company, Terrance Owen (“Owen”), Peter Chen (“Chen”) and Bruce Schmidt (“Schmidt”).

Under the terms of the agreement, API, Shapiro and Wilby will vote their shares of the Company in favour of the number of directors of the Company not to exceed six directors with one director

being independent of API and the election of Owen, Chen and Schmidt as directors of the Company provided they have been nominated by the Company for election to the Board of the Company;

Until termination of this Agreement, the Company will nominate Owen, Chen and Schmidt for election to the Board at each Meeting provided each person consents to continuing as a director of The Company, is not then prohibited by law from serving as a director of The Company and that each nomination and election is acceptable to the TSX Venture Exchange and all other applicable securities regulatory authorities.

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Subject to restrictions imposed under applicable securities legislation, API, Shapiro or Wilby may sell shares of the Company through a stock exchange. If any of them proposes to sell in excess of 200,000 shares of the Company in an “off-market” transaction they will require the purchaser to agree to be bound by the terms of the Voting Agreement.

If a take-over bid or other offer is made to shareholders of the Company by an arms-length third party for all or a portion of the shares of The Company, API, Shapiro and Wilby will be free to tender to such bid or offer any shares owned by them and will not be required to comply with the selling restrictions described above.

The Voting Agreement will terminate with respect to Wilby, at the earlier of:

such time as API, Shapiro and Wilby collectively cease to hold, directly or indirectly, less than 10% of the issued voting shares of The Company;

such time as Wilby ceases to hold directly or indirectly, or control at least 5% of the issued voting shares of The Company; and

5 years from the date of the execution and delivery of this Agreement.

The Voting Agreement will not terminate with respect to API and Shapiro, except with the consent of

the TSX Venture Exchange. As of June 30, 2008, the Voting Agreement was no longer in effect for Wilby since his personal shareholdings were below 5% of the issued voting shares of the Company.

On November 1, 2004, the Voting Agreement was amended. The parties to the Amendment are API, Shapiro, Wilby, the Company, Owen, Chen and Schmidt.

The Amendment was entered into because of the name changes undertaken by the Company and API after completion of the Qualifying Transaction and the resignation of Schmidt as a director of the Company. The Amendment also changed references to Owen, Chen and Schmidt to “Owen Nominee”, “Chen Nominee” and “Schmidt Nominee”, respectively, so that, if any one of Owen, Chen or Schmidt does not consent to being nominated as a director of APC, another person acceptable to the TSX Venture Exchange and to the other nominees would become a party to the Voting Agreement. On October 4, 2004, Eugene Hodgson was appointed as a director and became the “Schmidt nominee” on completion of the Amendment.

Escrow Agreement

An Escrow Agreement, dated November 13, 2003, was automatically terminated on November 14, 2006 due to the release of all remaining escrowed securities on that date.

Non-Competition Agreement (Exhibit 4.i.)

The parties to the Non-Competition Agreement, dated November 13, 2003 and established as a condition of completing the Qualifying Transaction, are API, Shapiro and the Company.

Under the terms of the Agreement, API and Shapiro agree that neither Shapiro nor API will compete with the Company in any way. In the case of API, the Agreement expired after one year on November 13, 2004. In the case of Shapiro, the Agreement stays in place while Shapiro provides services for the Company in any capacity and for a period of one year after his services for the Company come to an end. Competition, as defined in the Agreement, includes, but is not limited to, the solicitation of customers or the sale of any products or services that are in any way similar to those offered by the Company or inducement of any employees of the Company to leave the Company. Shapiro agrees that any breach of the agreement by him could cause irreparable harm to the Company and that the Company can take any action that it deems necessary to end the breach and be compensated for the breach.

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Change of Business.

As a consequence of completing the Qualifying Transaction, The Company entered into the business of developing and marketing disinfectant products.

On November 26, 2003 the Company changed its name to ALDA Pharmaceuticals Corp. The Company is still registered in British Columbia, Canada only.

The head office of the Company is located at 635 Columbia Street, New Westminster, British Columbia, Canada, V3M 1A7. The Company’s telephone number is (604) 521-8300. The contact person is: Mr. Terrance Owen, President and CEO or Mr. Peter Chen, CFO and Secretary. The Company’s common shares have been listed for trading on the TSX Venture Exchange since July, 2001.

Financings

The Company has financed its operations since inception through funds raised in a series of private placements of common shares:


Fiscal Year	Nature of Share Issuance	Number of Shares	Amount ($)
Fiscal 2001	Private Placement @ $0.085	1,176,475	$100,000.38

Fiscal 2002	Canadian Prospectus Offering (IPO) @$0.17	1,200,000	$204,000.00
Fiscal 2003	Broker’s Warrant Shares on Canadian Prospectus Offering (IPO) @ $0.17	150,000	$25,500.00

Fiscal 2004	Private Placement @ $0.15	346,666	$52,000.00
	Private Placement @ $0.20	6,200,000	$1,240,000.00

Fiscal 2005	Private Placement @ $0.10	3,000,000	$300,000.00

Fiscal 2006	Private Placement @$0.05	3,916,000	$195,800.00
	Private placement @ $0.05	1,100,000	$55,000.00

Fiscal 2007	Private placement @ $0.05	1,430,000	$ 71,500.00
	Private placement @ $0.10	8,000,000	$800,000.00

Fiscal 2008	Private placement @ $0.12	2,000,000	$240,000.00
	Private placement @ $0.15	3,500,000	$525,000.00

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4.B. Business Overview

The Company was established in order to develop and commercialize disinfectant products. The Company has called the disinfectant technology “T³6^® Disinfectant”. T³6^®Disinfectant is a mixture of ethanol, o-phenylphenol, benzalkonium chloride and other ingredients (including lemon fragrance and water). All of these component chemicals are bio-degradable.

The Company is attempting to patent or secure proprietary protection for the specific combination of these products although the ingredients are all common chemical compounds.

During its first five years, Company’s primary focus has been on product development.

T³6^® Disinfectant

The Company’s first product, a surface disinfectant called “Viralex” and subsequently renamed T³6^®Disinfectant, was launched in September of 2001. T³6^®Disinfectant’s Heath Canada Drug Identification Number (DIN) is 02231344. It is being sold primarily to (i) “First Responder” organizations including ambulance, fire fighters and police forces in Canada, (ii) dental clinics, and (iii) beauty and hair care salons and spas. Based on the efficacy and toxicology studies described below, T³6^®Disinfectant has been approved by Health Canada for use on any hard, inanimate non-porous surfaces. This includes, but is not limited to, counter tops, cutting boards, sinks, tubs, walls, floors, windows, mirrors, scissors, nail clippers and other equipment used in beauty salons and spas, dental mirrors and other equipment in dental offices, and equipment used by firefighters, police and paramedics. T³6^® Disinfectant is also approved by the Canadian Food Inspection Agency (“CFIA”) for use in restaurants and other facilities where food is prepared.

Efficacy studies on T³6^®

Efficacy studies refer to proving a drug's effectiveness (in this case as a disinfectant) in producing a desired result (bactericide, virucide, fungicide or tuberculocide). In studies conducted by independent laboratories in Canada and the United States, T³6^®Disinfectant has demonstrated efficacy against bacteria, fungi and viruses. The types of surfaces tested were hard, non-porous surfaces unless otherwise noted.

An efficacy study, dated February 10, 1997, was conducted by BC Research Inc. (Vancouver, Canada) under the supervision of Dr. Ernie Lee. The organisms tested were four strains of bacteria (Staphylococcus epidermis, Pseudomonas aeruginosa, Serratia marcescens, and Mycobacterium tuberculosis) one strain of yeast (Candida albicans), spores from one strain of fungus (Aspergillus fumigatus) and two strains of viruses (Herpes Simplex Virus-1 and Poliovirus-1) in compliance with test standards accepted by Health Canada’s Therapeutic Product Directorate. Twenty five replicates of each organism at low levels, ranging from 38 to 177 cfu’s/ml (colony forming units/ml) were dried on microscope cover slips and exposed to T³6^® Disinfectant for varying times. The studies demonstrated that T³6^® Disinfectant was 100% effective against all five organisms after 10 minutes or longer contact times. At shorter contact times, the kill rate for all 5 organisms ranged from 95.5% to 97.2% after a 1 minute exposure and 98.7 and 99.0% after a 5 minute exposure.

An efficacy study, dated June 6, 1997, was conducted by Dr. Richard Stokes of the University of British Columbia in conjunction with the British Columbia Children’s Hospital. Twenty replicates of Mycobacterium tuberculosis at approximately 10⁷cfu’s/ml were dried on microscope cover slips and exposed to T³6^® Disinfectant for varying times. The studies demonstrated that the kill rate was 99.99997% (a reduction of log₁₀ = 6.46) and 99.99998% (a reduction of log₁₀ = 6.59) after a 10-minute exposure. The requirement for a disinfectant to be designated as “Tuberculocidal” by Health Canada is a log₁₀reduction of 6.0 or greater.

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Efficacy studies were conducted by Viromed Biosafety Laboratories of Minneapolis, Minnesota, and completed on February 23, 2000. The organisms tested were Staphylococcus aureus, Pseumomonas aeruginosa, Salmonella choleraesuis, Human Immunodeficiency Virus Type I, Herpes simplex Virus Type 1, Trichophyton mentagrophytes and Poliovirus Type 1, in compliance with test standards accepted by the Environmental Protection Agency (“EPA”) of the United States.

For each of the bacteria, Staphylococcus aureus, Pseumomonas aeruginosa, Salmonella choleraesuis, 180 replicates at 6.1 x10⁶ cfu/ml (log₁₀ = 6.79), 1.9 x 10⁶ cfu/ml (log₁₀ = 6.28) and 1.7 x 10⁴ cfu/ml (log₁₀ = 4.23), respectively, were dried on microscope slides and exposed to T³6^® Disinfectant for 3 minutes. For both Staphylococcus aureus and Pseumomonas aeruginosa, growth was observed on only 1 replicate out of 180. For Salmonella choleraesuis, none of the 180 replicates showed any growth. These results met the requirement that no more than 1 replicate out of 60 can show growth and T³6^® Disinfectant was deemed to demonstrate efficacy against all three bacteria.

For Human Immunodeficiency Virus Type I, six replicates at 1.77 x10⁵ cfu/ml (log₁₀ = 5.25), were dried on the bottom of Petri dishes. After being exposed to T³6^® Disinfectant for 3 minutes, none of the replicates showed any viral activity and T³6^® Disinfectant was deemed to demonstrate efficacy against HIV.

For Herpes simplex Virus Type 1, six replicates at 5.6 x10⁶ cfu/ml (log₁₀ = 6.25), were dried on the bottom of Petri dishes, After being exposed to T³6^® Disinfectant for 3 minutes, none of the replicates showed any viral activity and T³6^® Disinfectant was deemed to demonstrate efficacy against the Herpes virus.

For Poliovirus Type 1, six replicates at 5.6 x10⁵ cfu/ml (log₁₀ = 5.75), were dried on the bottom of Petri dishes. After being exposed to T³6^® Disinfectant for 3 minutes, none of the replicates showed any viral activity and T³6^® Disinfectant was deemed to demonstrate efficacy against the Polio virus.

For the fungus, Trichophyton mentagrophytes, twenty replicates at 4.6 x10⁴ cfu/ml (log₁₀ = 4.66), were dried on microscope slides. After being exposed to T³6^® Disinfectant for 3 minutes, none of the replicates showed any viral activity and T³6^® Disinfectant was deemed to demonstrate efficacy against Trichophyton mentagrophytes.

The above studies demonstrated that T³6^®Disinfectant was effective in inactivating polio viruses within 3 minutes and tuberculosis mycobacteria within 5 minutes. Polio and tuberculosis are benchmark micro-organisms because they are among the most difficult to kill with disinfectant products. Efficacy against polio and tuberculosis demonstrates a high level of disinfection capability. In order to make a virucidal claim and a tuberculocidal claim, a disinfectant product must demonstrate its ability to destroy the poliomyelitis type 1 virus, and Mycobacterium bovis or tuberculosis mycobacteria within a specified time. This is mandated in Canada by the Canadian General Standards Board, “Assessment of Efficacy of Antimicrobial Agents for Use on Environmental Surfaces and Medical Devices”, CAN/CGSB -2.161-97, p.4, and the Therapeutic Products Programme Guidelines on Disinfectant Drugs, 1999 Edition, Appendix II on page 23.

In all of the testing described above, controls were used to validate the testing protocols. A positive test result required complete inactivation of the tested viruses and complete efficacy against the fungi and bacteria as required by the U.S. EPA for disinfectant label claims. The results from BCRI demonstrated efficacy in excess of Log₁₀ 4.0 (i.e. 10,000 times reduction in micro-organisms) in compliance of the standards required in Canada. The tuberculocidal studies demonstrated results in excess of Log₁₀ 6.0 (1,000,000 times reduction in micro-organisms).

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Toxicology studies on T³6^®

Toxicology is the study of the adverse effects of chemical, physical or biological agents on living organisms and the ecosystem, including the prevention and amelioration of such adverse effects. The toxicology studies listed below were conducted in the United States by Product Safety Labs in East Brunswick, New Jersey, USA and completed in November, 1999.

Acute Oral Toxicity Study in Rats - This test determines the amount of a substance that kills 50% of the test population of experimental animals when administered as a single dose. Five thousand milligrams of T³6^® Disinfectant per kilogram of bodyweight was administered orally to ten healthy rats. The animals were observed for mortality, signs of gross toxicity, and behavioral changes at least once daily for 14 days. Bodyweights were recorded prior to administration and again on Days 7 and 14. Necropsies were performed on all animals at terminal sacrifice. All animals survived and gained weight during the study. Following administration, most animals exhibited piloerection (erection of the hair), hunched posture and/or were hypoactive. Apart from one female that exhibited reduced fecal volume between Days 0 and 5, all affected animals recovered from the above symptoms. Based on the results of this study, the single dose acute oral LD₅₀ of T³6^® Disinfectant is greater than 5,000 mg/kg of bodyweight

Primary Skin Irritation Study in Rabbits - This test determines the potential for a substance to produce irritation after a single topical application. Five-tenths of a milliliter of T³6^® Disinfectant was applied to the skin of three healthy rabbits for 4 hours. Following exposure, dermal irritation was evaluated and no dermal irritation was noted at any dose site during the study. Based on the results of this study, T³6^® Disinfectant is classified as non-irritating to the skin.

Primary Eye Irritation Study in Rabbits - This test determines the potential for a substance to produce irritation from a single dose to the eye. One-tenth of a milliliter of T³6^® Disinfectant was placed into the right eye of six healthy rabbits. The treated eyes of three rabbits were rinsed with physiological saline after instillation. The eyes of the remaining three rabbits were not rinsed. The left eye remained untreated and served as a control. Ocular irritation was evaluated and, based on the results of this study, T³6^® Disinfectant is classified as moderately irritating to the unrinsed eye and severely irritating to the rinsed eye.

Acute Inhalation Toxicity Study in Rats - This test determines the potential for a substance to produce toxicity from a single exposure via the inhalation route. Ten healthy rats were exposed to T³6^® Disinfectant vapours in a closed chamber at a concentration 2.02 mg/L for 4 hours. The animals were observed for mortality, signs of gross toxicity, and behavioral changes at least once daily for 14 days thereafter. Bodyweights were recorded prior to exposure and again on Days 7 and 14. All animals survived exposure to the test atmosphere and gained bodyweight over the 14-day observation period. During the exposure, the rats exhibited ocular and nasal discharge, shortness of breath, irregular respiration, shallow respiration, hunched posture and hypoactivity. With the exception of ocular and nasal discharge and shallow respiration, similar clinical signs persisted in all animals upon removal from the exposure chamber. Some animals also developed noisy breathing, reduced fecal volume and/or a prone posture, but all rats recovered from these symptoms by Day 11 and appeared active and healthy for the remainder of the study. Necropsy findings at terminal sacrifice were unremarkable. Based on the results of this study, the single exposure acute inhalation LC₅₀ of T³6^® Disinfectant is greater than 2.02 mg/L.

Acute Dermal Toxicity Study in Rats - This test determines the health hazards likely to arise from a short-term exposure to a substance from a single topical application to the skin. Two thousand milligrams per kilogram of bodyweight of T³6^® Disinfectant was applied to the skin of ten healthy rats for 24 hours. The animals were observed for mortality, signs of gross toxicity, and behavioral changes at least once daily for 14 days. Bodyweights were recorded prior to application and again on Days 7 and 14. Necropsies were performed on all animals at terminal sacrifice. All animals survived, gained weight and appeared active and healthy. There were no signs of gross toxicity, adverse pharmacologic effects or abnormal behavior. Gross necropsy findings at terminal sacrifice were unremarkable. Based on the results of this study, the single dose acute dermal LD50 of T³6^® Disinfectant is greater than 2,000 mg/kg of bodyweight.

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Dermal Sensitization Study in Guinea Pigs - This test determines the potential for a substance to produce sensitization after repeated topical applications. T³6^® Disinfectant was topically applied to twenty healthy test guinea pigs, once each week for a three week induction period. Twenty-seven days after the first induction dose, a challenge dose of T³6^® Disinfectant at its highest non-irritating concentration (100%) was applied to a new site on each guinea pig. Ten untreated animals were maintained under the same environmental conditions and treated with T³6^® Disinfectant at challenge only. Approximately 24 and 48 hours after each induction and challenge dose, the animals were scored for erythema (redness of the skin). Based on the results of this study, T³6^® Disinfectant is not considered to be a contact sensitizer.

There were no p-values nor statistical significance employed in the studies because such measurements are not required by Health Canada or the EPA and, therefore, are not part of the standard protocols. There were no further requirements for the Company to undertake further studies. The studies described above were conducted according to the requirements of the EPA. EPA registration of T³6^® has not been pursued to date and it is uncertain if EPA registration for T³6^® will be pursued in the future. However, if the Company does decide to pursue EPA registration in the future, the following requirements apply.

Disinfectant products are classified by the EPA as pesticides under the authority of the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA). Federal law requires that, before selling or distributing a disinfectant in the United States, a registration, or license, must be obtained from the Environmental Protection Agency (“EPA”). The process of registering a pesticide is a scientific, legal, and administrative procedure through which EPA examines the ingredients of the disinfectant, how it is to be used, the amount, frequency, and timing of its use, storage and disposal practices and potential human health and environmental effects associated with use of the product. In order to accomplish this, potential registrants must generate scientific data necessary to address concerns pertaining to the identity, composition, potential adverse effects and environmental fate of each disinfectant. These data allow the EPA to evaluate whether a pesticide has the potential to cause harmful effects to non-target organisms and the environment including humans, wildlife, plants and surface water or ground water.

The tests required for EPA approval of a disinfectant are described above in the sections above entitled “Efficacy studies” and “Toxicology studies”. These tests adhere to the standards established by the AOAC (Association of Analytical Communities) International, an organization that provides over 3,000 analytical methods in its publication “Official Methods of Analysis of the AOAC International”. For disinfectants, such as T³6^® Disinfectant, the AOAC standards that apply include the AOAC Use-Dilution Method, the AOAC Germicidal Spray Products Test, the AOAC Fungicidal Test and the AOAC Tuberculocidal Activity Method. Storage and stability studies and proof that the manufacturing process is reliable must also be provided to the EPA.

After completion, the efficacy and toxicology studies are submitted to the EPA according to specific templates that are provided by the EPA and available on the website of the EPA. These templates ensure that the testing results are submitted in standard formats to facilitate the review of the information by the EPA.

A disinfectant can only be used legally according to the directions on the labeling accompanying it at the time of sale. Accordingly, the content of product labels is also subjected to review and must be approved by the EPA to ensure full and accurate disclosure of such matters as the concentrations of ingredients, instructions for use, precautions, any hazards to health or the environment, treatments for exposure, disposal instructions, manufacturer and the registrant. Most states also conduct a review of the disinfectant label to ensure that it complies with federal labeling requirements and any additional state restrictions of use.

Once all of the tests and the label for a product have been approved by the EPA a "registration" or license that permits a disinfectant’s manufacture, distribution, sale, and use is granted. A manufacturer must have an EPA Establishment License because the Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA) requires that production of disinfectants be conducted in a registered “Pesticide-Producing Establishment”. In this case, “Production" includes formulation, packaging, repackaging, and re-labeling. Production in an unregistered establishment is a violation of the law. The EPA assigns a unique number to each establishment that produces any pesticide or device. Each company must submit EPA Form 3540-8 to request an establishment number. FIFRA requires that each producing establishment must place its EPA establishment number on the label or immediate container of each disinfectant, device or active ingredient produced.

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After a disinfectant is registered by the EPA, the Company, its manufacturers, distributors and independent testing facilities must maintain full and complete records for review by the EPA if an inspection is required. These records include such matters as information on manufacturing, quality control of ingredients and finished goods, inventory, shipping, receiving and disposal.

Other products

The Company is also in various stages of development of other products described below. Unless otherwise indicated, the Company has not determined, for any of these proposed products, when or if manufacturing will be started, when or if revenues will be realized, what sales levels will be achieved, whether any further testing will be conducted or if any registrations will be pursued in any jurisdiction outside of Canada. If any further testing or registrations are undertaken, it is not known how much time or funding such testing would require or how long it will take the regulatory bodies to approve the products for marketing by the Company or if the regulatory bodies will approve the products at all. There are active competitors that are already well established in the markets selected by the Company. Delays may allow even more competition to develop comparable products, which will make market penetration more difficult which would lead to reduced revenues.

T³6 Disinfex^TM Disinfectant Spray and Wipes: An application has been filed with Health Canada to allow T³6^® Disinfectant to be sold under the name “T³6 Disinfex^TM Disinfectant”. This is the original T³6^® formulation that will be marketed as a personal disinfectant packaged in small personal-sized liquid spray bottles and as wipes in canisters. The new products are ready to be manufactured once Health Canada has approved the label and issued a new DIN. These products have been designed for use by general public for cleaning and disinfecting hard surfaces.

T³6 Disinfex^TM Disinfectant Cleaner Wipes - This product was originally named T³6^® "Ready to Use" Disinfectant Cleaner and is registered with Health Canada as a product that is able to kill bacteria, fungi and viruses on hard surfaces within 10 minutes (compared to the 3 to 5 minute time for T³6^®Disinfectant). It has also passed testing designed within the Company for anti-microbial efficacy and cleaning tests conducted by an independent laboratory. This product is intended to be sold in canisters containing wipes that are saturated with the product for personal use. The Health Canada DIN for this product is 02272989. On July 17, 2008, the Company received DIN 02314134 for this same product renamed as “T³6 Disinfex^TM Disinfectant Cleaner”.

T³6^®Disinfectant Cleaner CONCENTRATE: This product has completed testing and is registered with Health Canada (DIN 02278820) as a product that is able to kill bacteria, fungi and viruses on hard surfaces within 10 minutes when diluted up to 1:63 with water. This product is intended for janitorial and sanitation use on large areas, such as floors and walls, which require economical cleaning and disinfection. The target market is institutions, such as schools and hospitals, and other large volume users such as cruise ships. The first lot of Disinfectant Cleaner Concentrate has been manufactured and is now ready to be shipped to distributors in Canada as reported by the Company in a news release dated November 17, 2008. It is not known when revenues, if any, will be realized from this product. At the present time, the Company is considering conducting further testing to satisfy the requirements of the EPA for disinfectant cleaners and applying for registration of the product in the United States. Because completion of the required EPA registration is dependent on financing and satisfactory levels of sales being achieved in Canada, it is not certain when, or even if, this testing will begin. International sales are important to the Company and delays or a decision not to proceed with EPA registration could have a significant effect on future sales and cash flow, as well as allow competition to penetrate this market.

T³6^®Hand Sanitizer: In February 2006, the Company started marketing a generic 62% ethanol hand sanitizer (Health Canada DIN 02247771), under its own name, through its current distributors to existing customers. Up to June 30, 2008, there have been sales of approximately $5,000 of this product. No further testing or registrations are planned. This product may be discontinued once the Company’s own T³6^® Antiseptic Hand Sanitizer, described below, is ready to be marketed.

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T³6^® Antiseptic Hand Sanitizer Gel, Spray and Wipes: In October, 2007, the Company applied to Health Canada for a DIN for a new Antiseptic Hand Sanitizer Gel. DIN 02314320 was issued by Health Canada on July 22, 2008 as announced by the Company in a news release dated July 23, 2008. The new DIN allows the Company to sell its first product for human use. This product consists of 0.15% BZK in 70% ethanol and, unlike standard 62% ethanol hand sanitizers, has been demonstrated to be effective against Norwalk-like viruses as announced by the Company in a news release dated January 30, 2009. The Company received its first shipment of this product on December 10, 2008. On January 6, 2009, DIN 02321424 was issued by Health Canada for T³6^®Antiseptic Hand Sanitizer in liquid form. This new product complements ALDA’s previously approved T³6^®Antiseptic Hand Sanitizer Gel and allows the formulation to be manufactured and sold as a spray. On January 19, 2009, DIN 02321947 was issued by Health Canada for T³6^®Antiseptic Hand Sanitizer Wipes which will incorporate the liquid Antiseptic Hand Sanitizer into wipes contained in canisters and individual sachets.

T³6^®Anti-Viral Soap: The Company has developed a proprietary anti-viral, anti-bacterial soap. Preliminary testing of this product at BC Research, Inc. was conducted under the supervision of Dr. Ernie Lee. The soap was tested against three strains of test bacteria (Staphylococcus epidermis, Pseudomonas aeruginosa and Serratia marcescens) and one strain of viruses (Herpes Simplex Virus type 1) at various concentrations at various contact times ranging from 1 minute to 10 minutes. In these tests, all bacteria were killed in contact with soap the diluted up to 1/500 within 1 minute. A substantial bacterial population reduction was found even when the bacteria were exposed to higher soap dilution of1/1000. In addition to bactericidal effectiveness, preliminary results indicated that the soap inactivated Herpes simplex, although an exact endpoint could not be determined due to toxicity of the soap towards the cultured cells used to propagate the virus. Further testing would have to be conducted to determine virucidal activity. For Health Canada or FDA registration, additional testing, including human trials would be required. If the Company decides not to fund these activities, a licensing arrangement may be appropriate.

T³6^®Microbicide Gel: This product has been formulated and now requires testing for efficacy and toxicity. It was developed as a personal lubricant to prevent the transmission of sexually transmitted infections (“STI’s”). The testing required to attain FDA approval of this product would be beyond the financial capabilities of the Company. Therefore, the Company intends to undertake some initial testing on its own after a suitable delivery system has been identified and the rights to that delivery system acquired. If initial testing is successful, it is most likely that the Company will need to identify a licensee or joint venture partner working in the area of STI prevention that can undertake further testing and market development.

T³6^®Skin Antiseptic and First-Aid Ointment: The Company is planning on providing the T³6^® formulation in liquid form with a biological dye in a suitable delivery system for use as pre-operative and pre-injection antiseptic in hospitals and clinics and in gel and spray form, without biological dye, as a first-aid ointment for use on cuts and scrapes to prevent infections. These applications of the T³6^® formulations must be tested for their ability to kill microorganisms on the skin of humans and in cuts and scrapes according to the requirements of the FDA, Health Canada and the European Medicines Agency. The Company has completed FDA-approved preliminary in-vitro (“in glass”) efficacy studies against viruses, fungi and bacteria described in the section below titled, “Testing required for Therapeutic Applications”. The FDA has approved further testing for single application uses such as one would expect with a surgical antiseptic and first aid treatment. Protocols for subsequent testing have been submitted to the FDA for approval. If approved, the T³6^® formulation can be submitted to additional in-vitro efficacy tests including Time Kill, Minimal Inhibitory Concentration (“MIC”) and Adsorption and Distribution (“AD”) studies. Once this next round of testing is completed, it is possible that the FDA will allow the Company to undertake Phase I human trials, also discussed below. Once the human clinical trials are completed, the results must be submitted to the regulatory agencies for the tested products to be approved for marketing by the Company.

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T³6^®Hand Hygiene products: The Company is planning on providing the T³6^® formulation in the form of a gel, spray and wipes, for hospital use as a hand sanitizer in nursing stations, patient rooms, hallways, washrooms, etc. and for sale to consumers through retail outlets. After the MIC, Time Kill and AD studies are completed for the T³6^®Skin antiseptic and first-aid ointment as discussed in the preceding paragraph, additional studies are required to establish the efficacy and safety when used repeatedly over a period of time as one would expect with hand hygiene products. These studies are described below and will include at least the In-vitro Dermal Test, a Pilot Clinical Evaluation, Full Pre-operative Clinical Evaluation and the Insult Patch Test. Once these tests were successfully completed, human clinical trials may be approved by the FDA.

10.

T³6^®Topical Infection Treatment: The body normally hosts a variety of microorganisms, including bacteria and fungi. Some of these are useful to the body. Others may multiply rapidly and form infections. Approximately sixty percent of microbial infections are systemic, meaning that the infections are spread throughout the body, leaving 40% of microbial infections that are topical, i.e., occur on the surface of the body. Topical fungal infections include mold-like fungi that cause athlete's foot, jock itch and ringworm, and yeast-like fungi that can cause diaper rash, oral thrush, cutaneous candidiasis and some cases of genital rashes. Bacterial infections, such as Staphylococcus can also infect the skin, particularly if a patient has a preceding skin condition, such as eczema. The Company’s T³6^® formulation can be used to treat such topical infections and anecdotal evidence has shown that it can be used to treat such conditions as athlete’s foot and toenail infections. As in the case of the T³6^® Topical infection treatment described in the preceding paragraph, the In-vitro Dermal Test, a Pilot Clinical Evaluation, Full Pre-operative Clinical Evaluation and the Insult Patch Test must be conducted to simulate the proposed application. After these tests are completed, the FDA may permit human trials to begin.

11.

T³6^®Vulvovaginal infections (“VVI’s”): Current treatments available for VVI’s focus mainly on yeast infections which cause only 23% to 33% of VVI’s (Schwiertz et al., 2006. Throwing the dice for the diagnosis of vaginal complaints? Ann Clin Microbiol Antimicrob. 5:4 and Ferris D.G., Dekle C, Litaker M.S.J. 1996. Women's use of over-the counter antifungal medications for gynecologic symptoms. Fam Pract. 42(6):595-600). T³6^® VVI Treatment is effective against all fungal and bacterial VVI’s regardless of the species or combinations of species causing the infection. The Company plans to undertake the testing required for this product when sufficient financing has been has been secured.

Testing for therapeutic indications

United States

There is competition in all of the therapeutic markets that the Company has targeted. However, the T³6^®formulation is expected to be relatively inexpensive to manufacture and can be used in a broad variety of infection-control products. Toxicology and efficacy studies have already demonstrated that the T³6^®formulation is not toxic and is effective at killing all bacteria, viruses and fungi. The intended applications are topical, except for the VVI treatment and the Microbicide Gel, so that registration is expected to be faster and less expensive than for drugs that are taken internally. Rather than disrupting metabolic pathways, the T³6^®formulation consists of four anti-microbial ingredients in relatively low concentrations that act synergistically to disrupt the physical structure of the infectious agents. This approach prevents microbial resistance from developing. None of the active ingredients are known to have any significant side effects on humans.

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As a result of his analysis, Bioscience Laboratories, Inc. (“BSI”) located in Bozeman, Montana, was selected to provide the required pre-clinical efficacy testing. BSI has been providing antimicrobial product testing and result interpretation for various industries, including healthcare, pharmaceutical, personal care and consumer products for over 16 years. On September 27, 2007, the Company announced that initial clinical trials of its T³6^® formulation for use as a skin antiseptic, a hygienic hand rub, a pre-surgical hand wash and a pre-injection scrub had been started. As of the date of this report, testing designed by BSI to evaluate the efficacy of the T³6^® formulation against bacteria, mycobacteria, viruses and fungi has been completed. Details of the testing are reported below. On completion, the data from the tests, along with existing and new toxicology information, will be used to support applications in Canada and Europe to test the anti-microbial effectiveness of the formulations with human volunteers. Additional non-human testing will be required before the Company can request human trials in the US. On successful completion of human trials, the Company will be able to pursue the registration and marketing of its products. One of the first tests done by BSI demonstrated that the T³6^® formulation was completely effective against Methicillin-Resistant Staphylococcus aureus (“MRSA”) within one minute. First discovered in 1961 in the UK, MRSA is now found worldwide and is able to survive treatment with a number of antibiotics, including penicillin, methicillin, and cephalosporins. Often referred to in the press as a “superbug”, MRSA is especially troublesome in hospital-acquired infections but is increasingly found outside of medical facilities. The finding was considered significant because MRSA has also shown resistance against some disinfectant products. In subsequent testing done up to the date of this report, the T³6^® formulation demonstrated complete efficacy in the following tests conducted at BSI.

Six species of bacteria were completely killed after 30 seconds of exposure, including VRE (Vancomycin-Resistant Enterococcus), MRSA (Methicillin-Resistant Staphylococcus aureus) and MDR (Multi-Drug Resistant) Enterococcus faecium. These three species of bacteria are critical concerns in hospitals, nursing homes and other medical facilities based on their resistance to many antibiotics and other treatments. The clinical testing was completed according to the standards required by the FDA in the US, Health Canada and the European Medicines Agency, which included exposure of the bacteria to T³6^® for periods ranging from 30 seconds to 30 minutes. In other tests that were conducted for internal purposes, Staphylococcus aureus and Pseudomonas aeruginosa were completely killed by T³6^® with 15 seconds.

The fungus, Candida albicans, was completely killed after 5 minutes exposure, again, the shortest time required by the FDA, Health Canada and the European Medicines Agency. C. albicans is a major cause of yeast infections which account for one-third of all vulvovaginal infections (“VVI’s”). Bacteria are a second major cause of VVI’s and combinations of bacteria and fungi cause most of the remaining cases. The effectiveness that T³6^® has demonstrated against both fungi and bacteria provides important evidence that ALDA’s T³6^® VVI Treatment will provide an effective means to treat all types of VVI’s. A second fungus, Aspergillus niger, was completely killed within 15 minutes, also well within the 60 minute kill time required by the US, EU and Canadian regulatory agencies. A. niger is a causative agent for upper respiratory infections.

Two mycobacteria, Mycobacterium avium and Mycobacterium terrae were completely killed by the T³6^®formulation within 5 minutes, also the shortest time required by the FDA, Health Canada and the European Medicines Agency (“EMA”). Mycobacteria are among the most difficult bacteria to kill and are used as benchmark organisms to test the effectiveness of anti-microbial formulations.

Two species of fungi responsible for athlete’s foot, Trichophyton mentagrophytes and Trichophyton rubrum were completely killed by the T³6^®formulation within 5 minutes, also the shortest time required by the FDA, Health Canada and the EMA. The Company intends to pursue registration of the T³6^® formulation containing anti-inflammatory compounds for use against athlete’s foot which is relatively easy to test, represents a large market and will allow physicians to prescribe the product ‘off-label’ for other topical infections once it has been approved. In other tests that were conducted for internal purposes, Trichophyton mentagrophytes was completely killed by T³6^® with 15 seconds.

Ten different types of viruses were killed completely by the T³6^® formulation. Of these, 5 types were killed within the minimum 30-second time required by the FDA, including Herpes Types I and II and Infuenza B. The remaining 5 types, including Polio and Hepatitis A, the hardiest viruses, were killed within 1 to 3 minutes.

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Having successfully completed all five preliminary clinical tests, Terrance Owen, President & CEO of the Company, and Dr. Hibbard had a “pre-IND” (pre-Investigational New Drug) meeting with the FDA on July 15, 2008. Dr. Hibbard prepared the pre-IND submission for the FDA by including all of the efficacy and toxicology testing results obtained by ALDA since 1996. The purpose of the pre-IND meeting was to determine what further testing, if any, is required by the Company to satisfy the requirements of the FDA to allow human trials. The conclusion provided by the FDA was that the information submitted by the Company was satisfactory to allow single-use testing of T³6^® on humans after further non-human testing was completed. By “single-use applications”, the FDA means use as a pre-surgical and pre-injection skin antiseptic that is swabbed on to the skin once. The tests required before human trials are allowed are “Time kill Evaluation”, “MIC (Minimum Inhibitory Concentration) Evaluation” and “Percutaneous Absorption and Cutaneous Disposition” through human skin as described below. Protocols for theses tests have been prepared and submitted to the FDA for approval.

Time kill Evaluation – In this protocol, prepared by BioScience Laboratories Inc. of Bozeman, Montana, dozens of different species of infectious micro-organisms are exposed to each of the active ingredients of a test substance and the complete test substance formula for periods of time ranging from 15 seconds to 30 minutes to determine the time required for each ingredient of a test substance and the complete test substance formulation to completely kill the selected species. The objectives of the testing are to determine the effective exposure times required for the test substance to be effective and if the individual ingredients have an additive, subtractive or synergistic effect.

MIC (Minimum Inhibitory Concentration) Evaluation – In this protocol, prepared by Clinical Microbiology Institute of Wilsonville, Oregon, each ingredient of a test substance, the complete test substance formula and a known antiseptic product are tested against hundreds of micro-organisms in suspension tests. The objectives of the tests are to quantify the minimum concentration that is required for each of the test substances to have a measurable effect on the tested species, compare those results to the known antiseptic product and determine if the individual ingredients have an additive, subtractive or synergistic effect. This protocol has been approved by the FDA with minor modifications.

Percutaneous Absorption and Cutaneous Disposition - In this protocol, prepared by Celsis In Vitro Inc of Baltimore, Maryland, fresh human skin samples are incubated for 24 hours with the epidermal surface exposed to each ingredient of a test substance and the complete test substance formula in a flow-through diffusion cells. The amount of each test article absorbed across the skin into the receptor fluid is determined by liquid chromatography and tandem mass spectrometry. Disposition of each of the test substances in the various skin layers is also determined using the same methods. These tests evaluate the rate and amount of each test substance absorbed across viable human skin after in vitro exposure and the disposition of each test substance in layers (stratum corneum, epidermis, and dermis) of viable human skin.

The protocols for these tests have now been submitted to the FDA for evaluation. When the protocols are approved, the testing can take place. The budget for the testing, if the submitted protocols are approved is approximately US$635,000 and the tests are expected to take up to 12 months to complete. After successful testing is reported to the FDA, permission may be granted to undertake human trials. At this time, it is not known if the FDA will approve the protocols as submitted or require changes to the protocols. If changes are required, it is not known how long it will take for the Company to submit modified protocols and if the modified protocols will be accepted by the FDA. It is not known how many revisions of the protocols will be required by the FDA. It is not known if the requirements of the FDA will change or not while the Company attempts to have its protocols approved. If the protocols are approved, it is not certain when or even if the Company will proceed with the testing after the protocols have been approved by the FDA. If revisions to the protocols are required, the cost of the testing may increase beyond the estimated budget.

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For additional indications that require repeated applications, such as a hand sanitizer and athlete’s foot treatment, additional tests may include, but not necessarily be limited to the following tests.

In-vitro dermal test – This testing involves in-vitro preparation and contamination of pig skin that has been harvested from carcasses with bacteria to evaluate the methods of application of a test substance and the time of exposure to achieve the best anti-microbial results. The objective of the testing is to determine the methods that would be proposed for subsequent human trials.

Pilot Clinical Evaluation - This study evaluates the antimicrobial efficacy of a disinfectant in two different applications when used as patient preoperative skin preparation on 10 subjects. A disinfectant must achieve a log₁₀ microbial reduction of 3 or greater on skin of the groin and a log₁₀microbial reduction of 2 or greater on skin of the abdomen at ten minutes post-application. The objective of the testing is to obtain an preliminary evaluation of the efficacy of the test substance when used on humans.

Full pre-operative clinical evaluation - The study evaluates the immediate and persistent antimicrobial properties of a disinfectant when used as a preoperative skin preparation. A known active control, e.g., 4% chlorhexidine, and a placebo, e.g., sterile saline, are also evaluated. All treatments are assessed for their potential to cause skin irritation. One-hundred subjects are screened in order to obtain at least forty subjects having sufficient number of resident bacterial flora to permit evaluation of the efficacy of the test products. The objective of this test is to further evaluate the efficacy of a test substance when used on humans.

Pharmacokinetics describes how the body affects a specific drug after administration and examines the extent and rate of Absorption, Distribution, Metabolism and Excretion, commonly referred to as the “ADME” scheme. Absorption is the process of a substance entering the body. Distribution is the dispersion or dissemination of substances throughout the fluids and tissues of the body. Metabolism is the irreversible transformation of parent compounds into daughter metabolites. Excretion is the elimination of the substances from the body. In rare cases, some drugs irreversibly accumulate in a tissue in the body. The pharmacokinetic properties of drugs may be affected by elements such as the site of administration and the concentration in which the drug is administered. These may affect the absorption rate. The objective of the ADME studies are to determine if the test substance or any of its components are absorbed and if any absorbed components are metabolized into harmful chemicals that may or may not accumulate in the body. Depending on the results obtained from the Percutaneous Absorption and Cutaneous Disposition tests described above, if the T³6^® or its components are not absorbed byt ehskin, the pharmacokinetics tests may not have to be conducted.

Insult patch test – The objective of this test is to evaluate the effect, if any, of prolonged and repeated exposure of the skin to the test substance. The “Induction Phase” of this study incorporates the test substance into a series of patches that are applied to the skin of 50 subjects repeatedly for periods of time and then removed. After a rest period, new patches are applied. This process is repeated over a period of time with a number of new patches and after completion of this phase, the reaction of the skin is evaluated. The “Challenge Phase” takes place some time after application of the final induction patch. Challenge patches are applied to previously untested sites, adjacent to the original induction patch sites. The reaction of the skin is evaluated 24 to 48 hours after application and the subjects are asked to report any delayed reactions which might occur after the final challenge patch reading.21-day Cumulative irritation test – The objective of this test is similar to that of the insult patch test but assesses the irritation caused by topical products and chemicals over 21 days of continuous exposure of the skin. The test substance is incorporated into patches that remain on the skin for a period of time and are replaced from time to time to maintain continuous exposure to the skin.

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The protocols for these tests will have to be submitted to the FDA for evaluation. If approved, the testing can take place. After successful testing is reported to the FDA, permission may be granted to undertake human trials. At this time, it is not known if the Company will proceed with these tests and if the Company does decide to proceed with the preparation of the protocols, if FDA will approve the protocols as submitted or require changes to the protocols. If changes are required, it is not known how long it will take for the Company to submit modified protocols and if the modified protocols will be accepted by the FDA. It is not known how many revisions of the protocols will be required by the FDA. It is not known if the requirements of the FDA will change or not while the Company attempts to have its protocols approved. If the protocols are approved, it is not certain when or even if the Company will proceed with the testing after the protocols have been approved by the FDA.

Once the preliminary studies described above have been completed and approved, human clinical trials may possibly be allowed by the FDA for the indications requiring repeated or prolonged exposure to T³6^®.

Human trials are normally conducted in 3 phases, with a detailed protocol for each phase provided to the FDA for approval to proceed. At the end of each phase, the results are analyzed and submitted to the FDA and, if acceptable, the trial continues to the next phase.

Phase I Clinical Trials: This is the first stage of testing of a new therapeutic in human subjects, normally with a small group (20-60) of healthy volunteers. The objective is to assess the safety and tolerability of the product as a therapeutic, as well as to determine the effects of various doses of the product. For externally administered agents, the testing is simpler than for injected or internally administered agents. However, Phase 1 trials can require up to 2 years to complete, including analysis of the collected data, preparation of the Phase I report for submission to the FDA and the time until a response is received. If these results of Phase I are accepted by the FDA, then the clinical trial can proceed to Phase II.

Phase II Clinical Trials: This second phase tests the therapeutic on a larger group and evaluates both the required dose (i.e. different quantities of the therapeutic) and efficacy (i.e. how well the therapeutic works for the specified indication). Phase II trials can take up to 3 years. However, some trials can combine Phase I and Phase II, which can reduce the total time required.

Phase III Clinical Trials: This third phase of clinical trial depends on the indications for which the therapeutic is being tested. For most agents Phase III trials are a randomized, controlled, multi-center trial with large patient groups (often more than 300), with the objective of confirming that the therapeutic is as effective or more effective than the current “gold standard” for the same application. Phase III trials can take up to 5 years or more to complete. If the results of the Phase III trial are approved by the FDA, then product is approved for marketing for the specific indications that were tested.

The three phases of clinical trials can require a number of years to complete. The total time required is dependant on the nature of the therapeutic product, the condition being treated, the design of the protocols, the time to recruit patients and the review process conducted by the FDA. The registration time for products taken internally can take much longer than for topical agents. The costs of a complete clinical trial can be significant, depending on the intended application. The Company may not conduct any clinical trials itself, but may enter into strategic alliances or licensing agreements with larger companies, which can support the costs of such trials.

Canada and Europe

In Canada and Europe, similar procedures must be followed but there may not be a requirement for Time Kill, MIC or Adsorption and Distribution studies for the skin antiseptic for the approval of human trials. Similarly, the subsequent tests required by the FDA for repeated or prolonged exposure to T³6^® may not be required for human trials in Canada. However, this will not be known until a Clinical Trial Application (“CTA”) is submitted to Health Canada and a response is received from Health Canada. A CTA is required by Health Canada to seek permission to undertake human trials or to determine what further testing may be required before human trials can begin.

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A set of standards referred to as “EN Standards” guide the processes for registration of therapeutic products in Europe. EN or FDA standards are generally accepted by Health Canada. The objective is to undertake testing that will satisfy all three major jurisdictions. There are minor differences that lead to increased costs, but management has decided that it is more economical to absorb these costs initially rather than conduct separate testing for each jurisdiction.

The Company has started the preparation of a CTA for Health Canada for the use of T³6^® as a skin antiseptic. A similar proposal will be made to the EMA in due course.

In other parts of the world, FDA or EMA testing is generally accepted for registration applications. If the company decides to register the products in China, it is likely that the testing will have to be repeated in China unless there is harmonization of the requirements in the meantime. In the People’s Republic of China (“China”), the Company must have its products tested for toxicology and efficacy at the Centers for Disease Control (“CDC”). The Chinese CDC should not be confused with the CDC in Atlanta, Georgia, although both organizations share the same name. Upon completion of successful testing at the CDC, products can be registered for sale within China.

On October 30, 2007, the Company announced that an application had been submitted to Health Canada for a Drug Identification Number (“DIN”) for a new antiseptic skin cleanser. The registration being sought was under a Category IV Monograph (“Cat IV”). Under this process, the Company was advised that Health Canada could provide an automatic registration, usually within 60 days, of infection control products that contain specified levels of anti-microbial ingredients. However, delays were encountered at Health Canada due to staffing issues and certain critical communications were lost in transit. As a result, in early March, the Company learned that the Cat IV approval did not apply to the T³6^®formulation because there is more than one active ingredient. This pushed the application into the regular stream. DIN 02314320 for T³6^® Antiseptic Hand Sanitizer was issued on July 22, 2008.

On November 8, 2007, the company announced that the services of Tincáli Tech Consulting (“Tincáli”), located in the United Kingdom, were engaged to assist ALDA with regulatory matters in the EU. The first task to be undertaken by Tincáli was a competitive analysis of the UK market for hand sanitizers. This information was used to develop comparative information between T³6^® and competing hand sanitizers for future marketing. Although Tincáli is not currently pursuing further projects for the Company, more work will be assigned once the requirements are defined for EU registration of the Company’s therapeutic products. Tincáli is a UK-based consulting group that provides professional services to pharmaceutical companies, including evaluation of potential new products, acquisition of technologies, product commercialization planning, regulatory assessment and market analysis. The Managing Director of Tincáli, Dr. Carlos Pittol, has over 12 years of business experience, following completion of a PhD in Chemistry in the UK and a Postdoctoral Research Fellowship in pharmaceutical chemistry at the University of Toronto. At the time of writing, no further progress was made on EU registration of the Company’s products.

The Company does not keep separate records of the cost of the development and registration for each product for a number of reasons. First, much of the development had already been done on the products before the Company acquired the assets of API in November, 2003 and API did not keep such records. Second, the Company’s expenditures after completing the acquisition of the assets of API have mostly involved registration, intellectual property protection and some testing. These expenses are recorded in separate categories from research and development in the financial statements. Third, the level of expenditures by the Company would be relatively small if they were allocated to individual products and would not be considered to be material if expenditures on each product were considered on their own. Finally, the cost of accounting for such a variety of expenditures on such a number of products is not considered to be financially justified.

Limited information has been provided on the estimated time of completion for individual products and for the estimated time of material net cash inflows for a number of reasons. Testing in the US for applications to the FDA or the EPA, in Canada for Health Canada and in Europe for the European Medicines Agency, is dependent on financing to support these tasks. The timing of financing and even the availability of financing is uncertain, which mean that completion dates and the time required to achieve material net cash flows are also uncertain. Even when the financing is available to complete testing and prepare the required submissions to the regulatory bodies, the time taken by the regulatory agencies to review the submissions is unpredictable.

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Further, the regulatory agencies may identify deficiencies in the submission and request more documentation or possibly even more testing before providing an approval for a product, if such approval is granted at all. Since the timing to secure product registration and market approval is uncertain and delays can lead to the entrenchment of competitors and make the penetration of markets more difficult, even more uncertainty is added to the estimates of time required to time to arrive at material net cash flows. For these reasons, the Company believes that it is more prudent to not project the times or costs of market approval for individual products.

Plan Of Operations

Anticipated Changes to Facilities/Employees

Changes to facilities or personnel anticipated in fiscal 2009 are as follows. The Company will likely hire an Account Manager to communicate directly with the Company’s distributors and provide them with marketing and sales assistance. On February 23, 2009, the Company entered into a non-binding Letter of Intent to purchase all of the business and undertakings of a pharmaceutical manufacturing firm. Until June 18, 2008, all production was being performed on a contract basis with Norwood Packaging Ltd. (see Exhibit 4.b.). On June 18, 2008 Norwood and the Company mutually agreed to terminate the contract and enter into a normal production relationship in which the Company will provide Norwood with purchase orders and Norwood will manufacture products for a fixed price (Exhibit 4.l). The Company will also be using other manufacturers in the future if the proposed acquisition is not completed.

United States vs. Foreign Sales/Assets

All of the Company’s assets are located in Canada.

All of the Company’s sales to date have been in Canada.

Material Effects of Government Regulations

At this time, the Company’s sales are primarily in Canada and, as a result, government regulations in Canada affect the Company most significantly. However, the Company hopes to commence sales in the United States, China, Europe and other jurisdictions in the future and, as a result, we have summarized the government regulations in these markets that may affect the Company in the future. The Company’s products and future planned products can be categorized either as disinfectant products or therapeutic products, depending on the intended use. A summary is provided on the government regulations for both of these product categories.

Canada: In order to market and sell a disinfectant, which is classified as a drug in Canada, the product must be approved by Health Canada, a federal government department responsible for the oversight of drugs and certain other medical products. The Therapeutics Product Directorate (TPD) is the department of Health Canada that issues the DIN (Drug Identification Number) for registered products. A company can apply for a DIN by submitting the appropriate fee, a draft label and, in most cases, copies of completed efficacy and safety studies to support the claims made on the label. The descriptions of the tests required for Health Canada approval of a disinfectant are described above in the sections entitled “Efficacy studies” and “Toxicology studies”. The TPD generally takes up to 12 months for review and completion prior to the issuance of a DIN. However, if further documentation or studies are required, the time taken to obtain approval for a new product can be longer.

T³6^®Disinfectant has received approval from Health Canada as a disinfectant, disinfectant cleaner, sanitizer and deodorizer. The DIN for T36 Disinfectant is 02231344, which permits its sale in Canada for these applications. T³6^®Disinfectant has also been approved in Canada by the Canadian Food Inspection Agency for use in “Registered Establishments”, which include meat processing plants, restaurants, breweries, wineries and other commercial food processing establishments.

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Production facilities that manufacture an approved product must have an Establishment License that verifies its adherence to Good Manufacturing Practices (GMP) as set out by a division of Health Canada. Norwood Packaging Ltd. (“Norwood”) and Cosmaceutical Research Lab, Inc, which produce the Company’s products, have an Establishment Licenses. The Company’s agreement with Norwood, dated September 29, 2005 (Exhibit 4.b.) was terminated by mutual agreement on June 18, 2008 (Exhibit 4.l).

United States: In order to market and sell a disinfectant in the US, the product must be approved by either the US Food & Drug Administration (FDA) or the US Environmental Protection Agency (EPA), depending on the intended use. The Company cannot say when, or even if, any submissions to the EPA or the FDA will be completed. The Company cannot predict the timing of FDA or EPA approval, or even if such approval can be obtained.

EPA

Disinfectant products, such as hard surface disinfectants, are regulated by the EPA. The procedures and tests required for EPA approval of a disinfectant are described above in the sections entitled “Efficacy studies” and “Toxicology studies” ” in the section entitled “T³6^® Disinfectant” under “4.B.Company Development”.

FDA

Any products with therapeutic claims or intended for use on humans are regulated by the FDA. It is illegal to market and sell therapeutic products in the United States without FDA registration. At this time, the Company has completed certain pre-clinical testing to satisfy FDA requirements for registration of T³6^® as a skin antiseptic. Protocols for the next round of testing have been submitted to the FDA for review. If these protocols are approved, the Company intends to proceed with this proposed testing and, ultimately, to obtain to registration of its therapeutic products with the FDA. The testing that has been done and that the Company intends to conduct is detailed above in the sections entitled “Testing for therapeutic indications” in the section titled, “4.B.Company Development”.

China: In the People’s Republic of China (“China”), the Company must have its products tested for toxicology and efficacy at the Centers for Disease Control (“CDC”). The CDC should not be confused with the CDC in Atlanta, Georgia, although both organizations share the same name. The studies required by the CDC include the following tests.

Kill tests against Staphylococcus aureus, Escherichia coli and Pseudomonas aeruginosa – In a suspension test, the disinfectant must provide a log₁₀ reduction in bacterial population of 5.0 or more within a test time designated by the supplier of the disinfectant. A suspension test involves adding the bacteria to the disinfectant, usually at a ratio of 0.1 to 2 parts bacterial suspension to 9.9 to 8 parts disinfectant, respectively.

Field disinfecting test on general hard surfaces – General bacterial counts are first determined on table surfaces and the window frame surfaces, maintained at 19 to21 ^oC, by taking sample swabs and culturing the bacteria. The same surfaces are then wiped with the disinfectant and sampled after a test time designated by the supplier of the disinfectant. The disinfectant must provide a average log₁₀ reduction in bacterial population of 2.0 or more in this test.

Metal corrosion test - Metal plates made of stainless steel, carbon steel, copper and aluminum are immersed continuously for 72 hors in the disinfectant. The corrosion rate, measured in millimeters per annum, is then determined for each metal.

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Acute oral toxicity test - Four dosage groups receive 1,000, 2,150, 4,640, and 10,000 mg/kg of disinfectant administered orally with 10 animals in each group and comprised of half females and half males. After exposure to the disinfectant, the general conditions, symptoms of toxicity, and deaths of animals are observed over a period of 2 weeks. After the tests are finished, all animals are dissected and gross pathological changes of animals are recorded. Acute toxicities are measured in terms of the LD₅₀, the dose at which 50% of the animals die.

Bone marrow erythrocyte micronucleus test - Rats are given a dose of 500, 2,000, and 5,000 mg/kg of disinfectant by gastric lavage. Each group consists of 5 females and 5 males. Thirty hours later, the rats are given a second dose that is identical to the first. Six hours later, the rats are killed and dissected. Bone marrow from the sternum is removed, smeared on microscope slides, stained and examined for signs of chromosomal mutations.

Skin irritation test - Twenty-four hours before testing, a 3 cm x 3 cm area beside both sides of spinal cords on the backs of three New Zealand rabbits is shaved. On the next day, a testing area of 2.5 cm x 2.5 cm on the shaved skin on the left side is marked and 0.5 ml of disinfectant is smeared evenly on the test area, covered by 2 to 4 layers of gauze the same size as the test area and one layer of cellophane which is a little bigger than testing area for each animal. The test area is directly exposed to the disinfectant in this way for 4 hours. The shaved area on the right side is exposed to saline as a negative control using the same procedure. After the 4 hour exposure, the dressings are removed and shaved areas are washed using warm water to remove any residual saline or disinfectant. After 1, 24, and 48 hrs the level of skin irritation is observed and recorded.

Upon completion of successful testing at the CDC, products can be registered for sale within China.

On May 25, 2007, an Agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”), which allowed manufacturing and marketing in Fujian province in China (Exhibit 4.c.), was transferred to He-Yi She Ye Limited (“He-Yi”) and expanded to cover marketing in all of China (Exhibit 4.g.).On August 31, 2006, He-Yi received its certificate of approval from the Fujian Centre of Disease Control for T³6^® Disinfectant after

passing all of the required tests. This certificate allowed He-Yi to apply to the Chinese National Centre for Health Inspection and Supervision for approval to manufacture T³6^® Disinfectant for sale in China and for export. The registration of T³6^® Disinfectant in China was expanded beyond disinfection of inanimate objects, such as hospital equipment and instruments, to also allow external use on humans, including use as a first-aid antiseptic and hand sanitizer. Approval for the manufacturing of T³6^® Disinfectant was obtained from the Ministry of Health in The People’s Republic of China. On April 19, 2007, a manufacturing certificate (Certificate of Approval (Health ID. No. 0109) was granted to He-Yi for a period of four years from April 19, 2007 to April 18, 2011 and is renewable by filing an application for renewal 6 months before the expiry date.

On May 29, 2008 the Company announced that He-Yi had completed its manufacturing facility and had shipped it first products within China. At this time, the Company cannot guarantee that He-Yi will be able to obtain approvals to market the Company’s products in other provinces of China or that He-Yi will be able to sell any of the Company’s products at all in China or elsewhere.

Seasonality

The only seasonality observed with respect to T³6^® Disinfectant marketing is that sales slow down in the summer and during the Christmas period due to a general business slowdown as a result of customers being on holidays.

Dependency upon Patents/Licenses/Contracts/Processes

If the Company is able to further commercialize and increase sales of its T³6^®products, the Company may be dependent on patent and trademark protection to protect future potential revenues and growth.

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Patents and patent applications

The Company is attempting to patent or secure proprietary protection for the specific combination and manufacturing of the T³6^®formulation although the ingredients are all common chemical compounds.

The Patent Cooperation Treaty (PCT) is an international patent law treaty established in 1970. It provides a unified procedure for filing patent applications to protect inventions in each of its Contracting States, which includes each jurisdiction specified below. A patent application filed under the PCT is called an “international application” or “PCT application”. A single filing of an international application is made with a Receiving Office (RO) in one language. It then results in a search being performed by an International Searching Authority (ISA), accompanied with a written opinion regarding the patentability of the invention which is the subject of the application. Optionally, this is followed by a preliminary examination, performed by an International Preliminary Examining Authority (IPEA). The PCT does not lead to the grant of an "international patent", which does not exist, but rather, national patent examinations that are handled by each relevant national or regional authority. For example, in Canada, the US, China, Australia and Singapore, there are national patent offices whereas, in Europe, the European Patent Office handles the national phase for its member states.

API filed patent application #PCT/CA2002/001284, “A wide spectrum disinfectant”, on August 20, 2002. All rights to the patent application were transferred from API to the Company on completion of the Qualifying Transaction on November 13, 2003. A summary of subsequent events is presented below.

Canada: On February 18, 2005 the Canadian Intellectual Property Office received the PCT patent application and assigned it Patent Application Number 2,495,938. On August 17, 2007, the Company filed a Request for Examination with CIPO. On September 24, 2007 the Company filed a Voluntary Amendment to the patent application filed with CIPO. The proposed amendments expanded the claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On October 4, 2007, the Company was notified that CIPO had acknowledged a request by the Company to examine the patent application. Since the process of examination can take two years, for a fee of $500, the Company requested an Expedited Examination on November 7, 2007 to reduce the response time to approximately three months. On April 8, 2008, CIPO provided an Office Action in which a number of questions were posed to the Company. Many of the same questions had already been posed by the Examiner for the EPO and the Company was advised that a response was required by October 8, 2009. On the advice of the Company’s patent lawyers, the Company decided to abandon the Canadian patent application and the abandonment was deemed effective by CIPO on February 13, 2009. However, the patent application can be reinstated by October 8, 2009 by paying a fee of CAN$200.00 and submitting a response to the Office Action to CIPO. This decision was made to defer the costs of the Canadian patent application for a period of one year at little cost.

European Union: On March 30, 2005 the PCT application was accepted for national examination by the European Patent Office (“EPO”) and assigned it Patent Application Number 02754054.1-2113. The countries covered by the European patent application are Austria, Belgium, Bulgaria, Switzerland, Cyprus, the Czech Republic, Germany, Denmark, Estonia, Spain, Finland, France, Great Britain (the UK), Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Sweden, the Slovak Republic and Turkey. On May 18, 2005, the bibliographic data of the above-noted application was published in the European Patent Bulletin, under Publication No. 1530485. The resulting effect of such publication is that any possible infringer is deemed to have knowledge of the patent application without the Company having to formally inform them of this application’s existence. On October 18, 2006 the EPO provided the Company with an Office Action requesting further information on the patent application. The Company responded to the questions and received a second Office Action, dated September 5, 2007 from the EPO. This second Office Action requested that the Company provide certain additional information to support the claims that were made in the application. The Company completed both the literature research and the laboratory studies and, on December 19, 2008, submitted the response to the second Office Action to the EPO.

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China: On June 25, 2005 the Company was notified that the PCT application was accepted for national examination by the Patent Office of the People’s Republic or China (“Chinese Patent Office”) and assigned Patent Application Number 02829642.7. On August 11, 2005, the Chinese Patent Office accepted a Request for Substantive Examination from the Company. The application was published in the Chinese Patent Gazette on October 19, 2005, under Publication No. CN1684711A and entered into Substantive Examination. On February 5, 2006, the Company filed a Voluntary Amendment to the original patent application to correct certain minor errors in the original application. On June 2, 2006, the Chinese Patent Office provided an Office Action which requested certain additional amendments to the patent application. On December 18, 2006, the Company filed its response to the Office Action. The Company was notified by the Chinese Patent Office that the Chinese patent had been allowed, effective June 8, 2007. The Company then drafted amendments to the original patent application. As in the case of the amendments prepared for CIPO, the proposed amendments to the Chinese patent expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On October 10, 2007, the Company was advised that the amended claims had been submitted to the Chinese Patent Office. On January 30, 2008 the Chinese Patent office assigned Chinese Divisional Patent Application No. 200710142798.3 to the new application which was published in the Chinese Patent Gazette, under Publication No. CN101112624A. At the time of this report, no further developments have occurred with this Chinese patent application. On February 6, 2008, the Company announced that Certificate of Invention Patent Number ZL02829642.7 had been issued by the State Intellectual Property Office of the People’s Republic of China. The patent provides protection for the composition and production methods for ALDA’s T³6^® formulation until August 20, 2022.

United States: On February 18, 2005, the US Patent and Trademark Office (“USPTO”) received the PCT patent application and assigned it Patent Application Number 10/525,110. The patent application was published by the USPTO on December 22, 2005, under Publication Number US 2005/0282727. On July 27, 2006, the Company received that first Office Action from the USPTO which required clarification or modification of certain claims made in the patent application. The Company was required to respond to the Office Action by October 27, 2006 and did so on October 26, 2006 with amendments to the claims that required clarification or modification. On February 7, 2007 the USPTO provided the Company with a Notice of Allowance for the US patent with all claims made by the Company accepted by the USPTO. A Notice of Allowance is not a grant of a patent and is subject to withdrawal by the USPTO or on petition by the Company. The Company then filed certain minor, voluntary amendments to the patent application and a second Notice of Allowance, dated June 8, 2007 was provided by the USPTO. During the quarter ended September 30, 2007, amendments to the original patent application were drafted. These amendments were submitted to the USPTO as a U.S. Continuation Patent Application in December, 2007. As in the case of the amendments prepared for the Chinese Patent Office and CIPO, the proposed amendments to the US patent expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On January 23, 2008 the USPTO issued a Filing Receipt for the U.S. Continuation Patent Application and assigned Serial No. 11/966,128 to the application. On February 15, 2008, the Company was advised that a Notice of Allowance had been received from the USPTO projecting that the US patent would be issued on March 4, 2008. As projected, U.S. Patent Number 7,338,927 was issued on that date and provides protection for the composition and production methods for ALDA's T³6^® formulation until August 20, 2022. The patent can be viewed on the website of the USPTO. On May 2, 2008, the USPTO issued an Office Action in response to U.S. Continuation Patent Application No. 11/966,128. The matters raised in the Office Action were addressed by the company and submitted to the USPTO in November, 2008.

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Singapore: On February 18, 2005, the Singapore Patent Office accepted the PCT patent application and assigned it Patent Application Number 200500987-3. On July 31, 2007, the Company was notified that the application had been examined by the Intellectual Property Office of Singapore and satisfied the formal requirements of the Patent Act and Rules of Singapore. Accordingly, the application was assigned Divisional Singapore Patent Application No. 200703677-5. The Company can now file a request for a combined Search and Examination Report by September 18, 2009.

Australia: On March 15, 2005 the PCT application was accepted for national examination by the Australian patent office on March 15, 2005 and assigned with Patent Application Number 2002322916. On October 24, 2006, the Australian patent office provided the Company with a Direction to Request Examination. On October 10, 2007, the Company announced that the Australian Patent Office had accepted the patent application with no objections. On December 4, 2007, a divisional application was filed at the Australian Patent Office. As in the case of the amendments prepared for the Chinese Patent Office, CIPO and the USPTO, the divisional application provides amendments to the Australian patent that expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On February 22, 2008, the Company announced that Australian Patent Number 2002322916 has been issued by the Australia Patent Office. The patent provides protection for the composition and production methods for ALDA’s T³6^®formulation until August 20, 2022. On March 3, 2008, the Company was notified that the divisional application had been assigned Serial No. 2007237333 with an official filing date of August 20, 2002. Examination of the application was requested by the Company on June 3, 2008.

The subject matter of all of these pending patents is the composition of T³6^®Disinfectant which contains five active ingredients, four of which are in relatively low concentrations that act synergistically to disrupt the physical structure of all types of micro-organisms. The pending patents also provide for the method of manufacturing T³6^®Disinfectant.

PCT application for anti-inflammatory, antiseptic therapeutic formulation

On March 20, 2008 the Company filed a comprehensive new patent application, International Application No. PCT/CA2008/000536, “Antiseptic Compositions for the Treatment of Infections”, with CIPO under the Patent Cooperation Treaty (PCT). The new PCT application seeks protection for the composition and preparation of T³6^®formulations that also contain steroids, anesthetics or analgesics for use on topical infections and, in particular, inflamed infections. Typically, infections with associated inflammation are treated with separate antiseptic and anti-inflammatory preparations. The new T³6^®formulations combine these properties into a single treatment, making the prescription process easier for the physician and the application easier for the patient.

In preliminary studies, under the direction of a physician, T³6^®formulations containing anti-inflammatory steroids quickly resolved a number of skin infections, some of which had resisted all other treatments. Examples include chronic eczema with secondary Staphylococcus infections and fungal infections, such as athlete’s foot, Tinea versicolor.

On January 13, 2009, the Company was notified by its patent lawyers that an International Search Report (ISR) and Written Opinion was issued by the International Searching Authority (ISA) on December 18, 2008. As part of the PCT patent process, the ISA performs search of prior art to identify any relevant art that may impact the patentability of a PCT application. Generally, “prior art” consists of everything which has been made available to the public anywhere in the world, for example, by means of a written disclosure (including drawings and other illustrations). The prior art is “relevant” if it is capable of being of assistance in determining whether an invention, as claimed, is new and involves an inventive step and was made available to the public before the international filing date. The ISA then issues a preliminary and non-binding Written Opinion. This Written Opinion is an assessment by an Examiner on whether or not a patent application conforms with respect to certain requirements for patentability.

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The claims made in this particular PCT application were purposefully very broad. Accordingly, the examiner for ISA found a number of patents and other literature that, in the opinion of the examiner, represented prior art. At this time, the Company does not need to take any action but can request to start national examinations of the PCT application any time prior to September 20, 2010. Then, as the national examiners provide their responses to the PCT application, the Company can respond to the opinions of the national examiners by presenting arguments or amending the claims.

As the time of writing, the Company has no assurance that any patents that have not yet been granted will be granted at all and, if any patents are granted, the Company cannot estimate when the patents will be granted or what claims will be allowed and protected, if any.

Trademarks:

The Company successfully trademarked “T36” in Canada on April 22, 2004 and in the United States on November 2, 2004. The trademark in the United States is a Principal Register mark. The Principal Register of the US Patent and Trademark Office (“USPTO”) conveys the important substantive rights that most people associate with federal registration and, as a result, it is the preferred method of federal trademark protection. Probably the most important benefit of placing a mark on the Principal Register is that anybody who later initiates use of the same or a confusingly similar trademark may be presumed by the courts to be a "willful infringer" and therefore liable for damages The Company also successfully trademarked the Company’s logo in Canada on July 16, 2004 and in the United States on January 18, 2005, also as a Principal Register mark. On March 3, 2008, CIPO accepted applications filed by the Company to register “T36 Disinfex” (File No. 1385140) and “T36 Safe-T-Cide” (File No. 1385134) as trademarks in Canada. Both trademarks were advertised in the Trade-marks Journal on November 12, 2008. For a period of two months after a trademark is advertised in this manner, opposition to the proposed trademark can be filed. During this period, Triosyn Holdings Inc. (“Triosyn”) filed a statement of opposition to the proposed trademark, “T36 Disinfex”. On February 6, 2009, the Company was advised that the Trademarks Office had granted Triosyn an extension to April 12, 2009 to file a formal Statement of Opposition. The proposed trademarks were selected through the work done by Brand Institute to establish new “brands” for the Company’s products for the retail and commercial markets. The proposed trademarks were then screened by the Company’s patent and trademark lawyers and the decision was made to add the “T36” prefix to the names to make them more unique. Although the Company’s management believes that sufficient due diligence was conducted to select appropriate trademarks and to avoid infringement on any existing trade marks or trade marks for which applications have been submitted, there is no guarantee that the new trademarks will be issued or that the trademarks will not infringe on the trademarks of other companies or that other companies will not take action against the Company for trademark infringement. Upon receipt of the formal Statement of Opposition from Triosyn, the Company, in consultation with its lawyers will decide the course of action.

Impairment of intellectual property

The Company purchased substantially all of the assets and undertakings of API, principally comprised of certain intellectual property rights of API related to T³6^® Disinfectant developed by API including certain drug identification numbers, trademark and patent applications, inventory, capital assets, the shares of ALDA Institute For Preventative Health Care Inc., a non-competition agreement, certain contracts and inventory. The value placed on these assets was $555,000. Details on how this value was obtained is discussed in more detail in the section above titled “4.A. History and Development of the Company”. In the financial statements, the intangible assets balance represents the carrying amount for the intellectual property and these assets were determined to have an indefinite life.

An impairment loss of $179,000 was charged against earnings for fiscal 2004 and an impairment loss of $245,000 was charged against earnings for fiscal 2005. This impairment loss was considered necessary due to sales of the T³6^®Disinfectant being lower than the $540,000 valuation could support and also because the Company's progress towards securing legal protections for its proprietary product and development of a market for its product were significantly slower than had been anticipated at the time of the purchase of the business assets. At June 30, 2005, the carrying cost of the intangible assets was written down to the estimated net recoverable amount of $116,000.

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The carrying amount of Intangible Assets was determined as follows:

Original purchase cost (Note 9)

$540,000

Impairment loss in 2004

(179,000)

Balance at June 30, 2004

361,000

Impairment loss in 2005

(245,000)

Balance at June 30, 2005

116,000

Balance at June 30, 2006

$116,000

Effective July 1, 2006, the Company changed its estimate of the useful life of the intangible assets from an infinite life to a finite of 20 years. The impact of this change in estimate was to increase amortization by $5,800 for the year ended June 30, 2008.

Opening balance as at July 1, 2006

$116,000

Accumulated amortization

( 5,800)

Balance as at June 30, 2007

$110,200

Effective June 30, 2008, the remaining balance of $110,200 was written off entirely so that the remaining balance of intangible assets is zero.

Sources/Availability of Raw Materials and Production

T³6^®is comprised of ethanol, o-phenyl phenol, benzalkonium chloride and other ingredients, including lemon fragrance and water. All of these chemical raw materials are commonly produced in industrialized countries by a number of manufacturers and are generally considered safe to transport. However, they have a low value to weight ratio which means it is likely cheaper to source raw materials from local producers than shipping raw materials from other markets. As a result, the Company does not believe that it is vulnerable to raw materials shortages or to loss of access to supply from any one producer.

The Company had entered into a production contract with Norwood Packaging Ltd. (see Exhibit 4.b.) but this agreement was terminated by mutual agreement on June 18, 2008 (Exhibit 4.l). The Company does not anticipate entering into other production contracts in the foreseeable future.

The Company does not have production facilities as of June 30, 2008 but has entered into a non-binding Letter of Intent to purchase a pharmaceutical manufacturing company as disclosed in a news release issued by the Company on February 23, 2009.

Principal markets and Potential Product Markets

At this time, the Company’s sales have principally been to:

“First Responder” organizations, including ambulance, fire fighters and police forces in Canada;

Dental clinics; and

Beauty and hair care salons and spas.

There are no reliable market estimates of the size of the disinfectant or disinfectant cleaner market in these particular segments.

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The Company hopes to expand its product sales to hospital and related consumers in the future. In addition, the Company hopes to expand its product sales to the United States and China. However, as detailed in Item 4.B., “Material Effects of Government Regulation”, the Company’s products must first receive regulatory approval in any new sales jurisdiction and obtaining this approval can be costly and time consuming.

There is no available estimate of the size of the Canadian market for disinfectant products or products similar to those of the Company. Also, no estimates are available for the US or overseas markets.

“Disinfectant Products” are a very broad category of products and, where estimates are available of market size, the data appears to include many products dissimilar to those offered by the Company and often includes consumer products (e.g. widely marketed consumer brand name hand soaps). As well, particularly in the market niches where the Company’s sales have been to date (as described above), there are a number of private company producers of disinfectant products whose sales figures are not publicly available. No industry trade organization exists which could provide estimates of disinfectant sales, in product categories, for Canada or the United States.

Marketing, Distribution and Sales Channels

The Company does not directly market its products to end consumers. The Company’s marketing, distribution and sales method is to market its products to wholesalers of similar products who then market the products to end consumers. The Company plans to hire an Account Manager to provide sales and marketing assistance to distributors.

The wholesale industry for disinfectants, cleaners, cleaning and hospital supplies and similar consumer products is fragmented into a large number of wholesalers. As a result, no competitor of the Company exercises significant control over distribution. However, the Company must convince each new wholesaler that it targets both to carry its products, often in place of other existing products, and also to make the Company’s products available to the wholesaler’s customers.

The Company’s products and name are not immediately recognizable to end consumers and, as a result, wholesalers have to make some additional effort to generate sales, as compared to the effort associated with a product familiar to end consumers. This difficulty, which all new companies face in marketing their products, is probably the greatest challenge for the Company (i.e. how to get end consumers to recognize and request its products from wholesalers), given the Company’s limited budget for incentives or advertising.

The Company markets it products to wholesalers through one inside sales and marketing representative, trade shows, lectures to end users and product promotional materials and flyers.

The current key accounts are described below. With one exception, there are no contracts or oral agreements in place. Customers and distributors place orders for products from the Company, the shipper receives instructions from the Company and the shipper sends the products from its warehouse via carriers specified by the Company or the customer. All product shipments are made FOB from the Company’s shipper and title passes to the customer upon the Company’s or customer’s carrier taking delivery of the product from the shipper. The Company may prepay all costs of transportation and insurance and the customer reimburses the Company for such expenses. The payment terms for products delivered to the customer by the Company are net cash in Canadian currency within 30 days.

Esthetics Plus, Inc. (“EP”) is a distributor to the beauty market and is the only distributor with a formal agreement with the Company dated February 1, 2005 (Exhibit 4.h.). EP has exclusive distribution rights in the beauty industry across Canada, except that the agreement is not exclusive within the province of BC. The material terms of the agreement between the Company and EP are described below under “Item 10.C. Material Contracts”.

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Sinclair Dental Limited is a distributor to the dental market and, as of the date of this report, has been a customer of the Company for over 5 years.

Product Distribution Centre (“PDC”) is a Crown Corporation of the Province of British Columbia, Canada, a distributor to the first responder market and, as of the date of this report, has been a customer of the Company for over 5 years.

The Stevens Company Limited is a distributor to the scientific and medical markets and, as of the date of this report, has been a customer of the Company for over 5 years.

VWR International is a distributor to the laboratory market and, as of the date of this report, has been a customer of the Company for over 5 years.

The Company currently sells its T³6^® Disinfectant through these distributors and is also planning on introducing its new products, such as the T³6 Disinfex^TM Disinfectant Cleaner, T³6^® Disinfectant Cleaner CONCENTRATE and the corresponding wipes, through these distributors. The current sales and plans to introduce the new products through these distributors would be disrupted if any of these distributors stopped representing the Company. The result would be a reduction in the Company’s revenues until new distributors could be found. It is possible that new distributors might not be found and the Company would have to try to sell its products directly to the end users, leading to a significant increase in marketing and sales costs, even if the sales levels could be regained.

4.C. Organization structure

The Company is not part of a group and has only one wholly owned subsidiary, Sirona Therapeutics Corp. (“Sirona”), formerly the ALDA Institute for Preventative Health Care Inc., a Company incorporated in British Columbia.

On January 12, 2005, the Company entered into a license agreement with Sirona. Under this agreement, the Company can choose to transfer the rights to certain therapeutic applications of its T³6^®Disinfectant to Sirona if financing is directed into Sirona rather then into the Company. The Company will retain ownership of the technologies if Sirona undertakes any financing and completes the patenting and registration of any therapeutic products developed and based on the T³6^®Disinfectant. At the present time, Sirona is an inactive company, but is in a position to become active if Sirona secures investment funding in the future. If such an investment is not made directly into Sirona, it will remain inactive or may undertake unrelated business activities.

4.D. Property, Plant and Equipment

The Company has executive offices at 635 Columbia Street, New Westminster, British Columbia, V3M 1A7 which consists of 1,581 square feet. The Company leases its offices on a month-by-month basis at CDN$ 2,036.55 per month (see Exhibit 4.d. for original lease agreement).

The Company uses outside manufacturers for its production needs. On February 23, 2009, the Company announced in a news release that the Company had entered into a non-binding Letter of Intent to acquire a pharmaceutical manufacturing company.

Item 4A Unresolved Staff Comments

No disclosure necessary.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

This discussion should be read in conjunction with the audited financial statements of the Company and related notes included therein.

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5.A. Operating Results of The Company

Overview

Over the course of the Company’s operating history, the Company has successfully secured the required government and regulatory approvals to market and sell its T³6^®Disinfectant products in Canada. This has resulted in sales as described in Results of Operations below and, to date, all of the Company’s sales have been in Canada which, while a developed industrial economy, is not a particularly large market relative to economies such as the United States or China. To achieve profitability and increase sales substantially, the Company must first secure government and regulatory approval of its products in markets outside of Canada or secure registrations for additional products within Canada. Although sales in Canada have been consistent over the Company’s operating history, the Company has not yet secured the required government and regulatory approvals for the sales of its products outside of Canada. Each government or regulatory jurisdiction tends to require efficacy studies or safety studies of differing content or quality. The regulatory approval process to date has been costly both in terms of working capital and in terms of management time and attention.

The Company has been actively marketing its T³6^®Disinfectant product since the acquisition of API was completed. A standard alcohol hand sanitizer is also manufactured for the Company by Norwood Packaging.

The Company’s sales show no significant variation from quarter to quarter. Over the last three fiscal years, sales have been $249,042, $256,243 and $223,586, in the year ended June 30, 2008, 2007 and 2006, respectively. The unit cost of sales has also stabilized as a percentage of sales in the years ended June, 2008, 2007 and 2006. However, the Company is still operating overall with a significant loss from operations. This reflects, to a great extent, the costs associated with the work being done to register its products for sale in jurisdictions other than Canada and ongoing administrative, management and intellectual property protection costs. To generate a net profit, the Company believes that it must register its products for sale in another major market, such as the United States or China or both, to achieve sales economies or achieve significant sales of its newer products such as the hand sanitizer and disinfectant cleaners.

Trend information

There are no markets or other trends which the Company believes materially affect its business prospects other than small seasonal dips in sales observed during the summer months and over Christmas and into the New Year. The Company’s existing customers and the general public are becoming more aware of disinfectant products. The continuing spread of antibiotic-resistant bacteria is contributing to this awareness and a perception that there is a growing need or demand for products similar to those the Company produces. This has resulted in growth in the market for disinfectant products, in particular consumer products which provide antibacterial soaps and lotions. No reliable quantification of the growth these product sales have experienced is available and no growth or future growth can be reliably predicted. The Company believes that its revenues will increase as new products based on the T³6^®formulation are launched.

Sales

As a result from the sale of T³6^®Disinfectant and T³6^®Hand Sanitizer through its distributors to the first responders, dental and beauty markets, the Company recorded sales of $249,042 for the year ended June 30, 2008 as compared to $256,342 and $223,586 for the 2007 and 2006 fiscal years, respectively. The Company relies heavily on its current distributors to provide T³6^®products to customers. For the year ended June 30, 2008, sales from three major customers accounted for 55% of the total sales. Sales from these three customers totaled $137,954. Sales from these major customers totaled $162,837 and accounted for 66% of the total sales in the prior fiscal year. The difference in sales revenue was partly due to the timing differences in ordering. As anticipated, sales were lower in the summer and over the Christmas period.

The Company anticipates that the sales will grow when more products, including T³6^® Antiseptic Hand Sanitizer Gel, T³6^® Antiseptic Hand Sanitizer Liquid, and T³6^® Disinfectant Cleaner Concentrate, are introduced to the market. The Company observed that no new major competitors have appeared in the market nor have any withdrawn from the market. However, certain companies have introduced new varieties of disinfectant products, including disinfectant products in wipe form to the market so that the selection of products appears to be increasing.

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Cost of Sales

For the year ended June 30, 2008, the cost of sales incurred was $157,234, representing 63% of total sales as compared to $165,920, representing 65% and $142,379, representing 64% of total sales for the 2007 and 2006 fiscal year, respectively. Cost of sales includes the direct costs of the inventory sold during the period plus warehousing costs, shipping and handling charges. The Company is no longer storing any significant amount of inventory at the Company’s premises. Therefore, the Company anticipates that the warehousing costs and handling charges will increase somewhat in future quarters.

Gross Profit

For the year ended June 30, 2008, the Company recorded a gross profit of $91,808. A gross profit of $90,323 and $81,207 was recognized in 2007 and 2006 fiscal year, respectively. Gross profit has been relatively stable over the reported periods.

Advertising and Promotion

Advertising and promotion costs for the year ended June 30, 2008, 2007 and 2006 were $21,603, $12,766 and $12,169, respectively. Costs are increasing because the Company has been providing lectures, sending samples of T³6^®Disinfectant and literature to customers and distributors, and undertaking promotions with distributor. Samples of T³6^®products were sent out to business community and institutions to raise the Company’s awareness. The Company anticipates that additional investment in this area is required for 2009 fiscal year when the new products, such as T³6^® Antiseptic Hand Sanitizer Gel, and T³6^® Disinfectant Cleaner Concentrate, are introduced to the current distributors and to the market. New promotional literature will be provided to the current and new distributors.

Consulting

Consulting fees for the year ended June 30, 2008, 2007 and 2006 were $1,004,660, $308,600 and $183,218, respectively. Included in the consulting fees were $270,000 paid to the Company controlled by the Company’s President, Terrance Owen; its CFO, Peter Chen, in remuneration for their management services provided to the Company. The related party transactions were provided in Note 12 of the audited consolidated financial statements. The consulting fees were higher over the years because of $605,068 non-cash compensation expenses being recognized in consulting fees as described in Note 7(b) of the audited consolidated financial statements and he Company hired third party consultants to carry out ongoing projects including branding, marketing and product development.

Due diligence

A due diligence fee of $10,000 was paid to the pharmaceutical manufacturing company which the Company intends to acquire in order to compensate the target company for legal and accounting expenses incurred to satisfy the due diligence requests. No such fees were paid in the 2007 or 2006 fiscal years.

Dues and Filing Fees

In the 2007 and 2006 fiscal years, dues and filing fees were $24,570 and 22,834, respectively. In the fiscal year ended June 30, 2008, these fees increased to $44,626 due to fees paid to the TSX-V, the British Columbia Securities Commission and the securities commissions of other provinces for the completion of the private placements and the granting of options to directors, officers, employees and consultants.

Investor Relations

The investor relations activities amounted to $124,065, $65,039 and $52,808 for the year ended June 30, 2008, 2007 and 2006, respectively. Freeform Communications, Inc. (“Freeform”) continued provided their services to the Company and in return the Company paid a total of $46,649, $38,300 and $20,300 to Freeform in 2008, 2007 and 2006, respectively. The Company retained Rhone Alternative Marketing Partners (“RAMP”) in 2007 to raise funds in Europe for the testing and registration of the topical therapeutic applications of the Company’s T³6^® technology. The agreement with RAMP expired on October 25, 2007.

The Company granted Options to acquire 400,000 common shares of the Company to Freeform resulting in $53,707 non-cash compensation expenses being recognized for year ended June 30, 2008. No options were granted to Freeform during 2007 fiscal year.

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Legal and Accounting Fees

Legal and accounting fees were totaled $89,723, $53,697 and $63,178 for year ended June 30, 2008, 2007 and 2006, respectively. An increase in legal and accounting fees observed in the 2008 fiscal year was partly due to the ongoing foreign securities registration assisted by Stanislaw Ashbaugh L.L.P. Legal fees incurred in the periods consisted of closing two private placements, issuing of options, advising the Company on general legal matters, attending to preparation of required and revised documentation to the TSX Venture Exchange and the securities commissions, reviewing 20F documents for the registration of the Company’s securities in the United States and accounting fees for conducting due diligence on the pharmaceutical manufacturer that the Company intends to acquire. Accounting fees also include of the cost of the year-end audits.

Product Registration and Development Costs

Total costs incurred in this category for the year ended June 30, 2008, 2007 and 2006 were $375,807, $0 and $18,377, respectively. During 2007 fiscal year, intellectual property costs were capitalized with an amortization period of 20 years rather than expensed. As a result of a change in accounting practices, these costs were expensed in the fiscal year ended June 30, 2008 so that the financial reporting is consistent with the Company’s focus on R&D. As consequence, the Company has elected to write off patent application and development costs and intellectual property that was acquired in the original Qualifying Transaction. In keeping with this commitment to R&D, the Company will expense these costs in the future to be consistent with standard accounting practices. Therefore, patent application and development costs and intangible assets that were being capitalized with a useful life of 20 years in prior fiscal years were written down to zero and added to this expense category for the 2008 fiscal year. Costs incurred in 2008 fiscal year included testing fees paid to BioScience Laboratories, Inc. to undertake clinical testing for the T³6^®therapeutic applications, and consultants fees paid to regulatory consultants in Canada and US to pursue the registration of the Company’s therapeutics products.

Wages and Benefits

As a result of the stock-based compensation expenses of $244,791, wages and benefits were increased to $302,439 for the year ended June 30, 2008 from $116,633 and $75,903 of 2007 and 2006 fiscal year, respectively. Costs in this category include the wages paid to accounting and administrative assistance and to sales and marketing staff as well as the expenses related to stock Options granted to certain employees. Expenses related to stock Options granted can be found in Note 7(b) of the audited consolidated financial statements.

Loss from Operations

The loss from operations was $1,976,475 for the year ended June 30, 2008 as compared to $562,090 and $380,026 for the 2007 and 2006 fiscal year, respectively. Losses for the year ended June 30, 2008 were significantly greater than the previous years ended June 30, 2007 due to granting of $0.50 and $0.80 stock options during the 2008 fiscal year as disclosed in Note 7(b) of the audited consolidated financial statements. As a result of the granting of stock options, $903,565 in non-cash stock based compensation expenses were recognized in the statement of operations. The Company recorded $148,100 and $1,156 in stock based compensation in the 2007 and 2006 fiscal year, respectively. During the 2008 fiscal year, the Company continued to expand its intellectual property portfolio by submitting a comprehensive new patent application for anti-inflammatory, antiseptic therapeutic formulations to cover the composition and preparation of T³6^®formulations that also contain steroids, anesthetics or analgesics for use on topical infections and, in particular, inflamed infections. The Company has also engaged Bioscience Laboratories Inc. to conduct extensive efficacy testing on T³6^®. All of the testing was successfully completed. The results, along with earlier efficacy and toxicology studies, were submitted to FDA for approval to proceed to the next stage of testing for use of T³6^®as a single dose, pre-surgical and pre-injection skin antiseptic. Dr. John Hibbard has been retained to assist with regulatory matters to satisfy FDA’s requirements and to evaluate the potential applications and development of the Company’s T³6^® technology and the regulatory pathways to commercialization. PharmEng Technology Inc. has been engaged to assist with regulatory matters in Canada and the EU.

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The Company continued to pursue the registration of its securities in the US. During the 2008 fiscal year, the Company appointed new US lawyers, Stanislaw & Ashbaugh, LLP, to assist with foreign securities registration and to communicate with the SEC. The Company submitted the Form 20-F for the 2006 and 2007 and all of the outstanding 6-K quarterly reports. Subsequent to these filings, two amendments to the 2007 Form 20-F were filed. As a result of a number of initiatives that were taken during the year to promote further growth of the Company, the Company observed substantial increase in expenditures while sales remained similar to prior fiscal year.

Management continues to work towards the launch of new products, including T³6^®Disinfex^TM Disinfectant Spray and Wipes, T³6^®Antiseptic Hand Sanitizer Gel, Spray and Wipes, T³6^® Disinfectant Cleaner Concentrate, T³6^® Disinfex^TM Disinfectant Cleaner Wipes and the therapeutic products. The pursuit of the new therapeutics products requires the Company to invest continuously in product development, clinical trials, product registrations and intellectual property protection. As a result, further losses will be anticipated in subsequent years.

Interest Income

Interest income earned from bank deposits for the year ended June 30, 2008, 2007 and 2006 was $38,740, $0 and $1,725, respectively. The increase was due to an increase in cash position upon the closing of various private placements and the exercising of options and warrants from the holders in 2008 fiscal year.

As a result of a change in accounting practices, patent costs were capitalized on the Balance Sheet in the fiscal year ended June 30, 2007 but expensed in the fiscal year ended June 30, 2008 so that the financial reporting is consistent with the Company’s focus on R&D. As consequence, the Company has elected to write off patent application and development costs and intellectual property that was acquired in the original Qualifying Transaction.

Loss for the Year

The loss for the year ended June 30, 2008 was $1,937,735, as compared to $562,090 and $378,301 in 2007 and 2006 fiscal year, respectively. The loss was relatively higher due to the granting of various options during the 2008 fiscal year. As a result, non-cash compensation of $903,565 related to the granting of stock options was included in the statement of operations, whereas the Company recorded non-cash compensation of $148,100 during the 2007 fiscal year. The details of non-cash compensation are disclosed in Note 7(b) of the audited consolidated financial statements. In addition, $10,591 of intangible assets and patent applications were amortized during the 2008 fiscal year. On June 30, at the end of the 2008 fiscal year, the remaining intangible assets, patent application costs and product development costs of $190,638 were fully expensed and written down to zero. In the 2007 and 2006 fiscal years, these costs were $7,931 and $0, respectively. During the year, the Company proceeded with extensive testing of its T³6^®formulation. The results will be used to support applications in Canada, the US and Europe to test for the anti-microbial effectiveness of the formulations in human clinical trials. The losses in 2008, 2007 and 2006 fiscal years were offset by gains of interest income of $38,740, $0 and $1,725, respectively, earned from the bank deposits. As a result of legal disputes with competitors, net gains of $10,545 and $37,383 were recognized in the statement of operations in 2007 and 2006 fiscal years, respectively.

1.6 LIQUIDITY

Although the Company generates some revenues from the sale of its lead product, T³6^®Disinfectant, sales are mainly occurring in Canada and commencing in China. T³6^®Disinfectant is registered in the United Kingdom and the Company will be pursuing opportunities in European markets but no firm plan has yet been established. The manufacturing facility for the Company’s products in China is now in operation. The Company has also established a plan for the development, testing, registration and marketing of therapeutic applications of the T³6^®formulation. Management is also evaluating the possibility of acquiring technologies that are complementary to T³6^®technology and launching similar type of products lines in the near future.

It is expected that the Company will need to undertake further financing in order to pursue these plans and these financings will lead to the dilution of current shareholders of the Company.

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1.7

CAPITAL RESOURCES

During the fiscal year ended June 30, 2008, the Company arranged two private placements at $0.12 and $0.15 per Unit. The Company raised a total of $765,000 by issuing a total of 5,500,000 Units of the Company’s Common Shares and Warrants. Each warrant entitled the holder to purchase one additional Common Share at an exercise price of $0.24 or $0.30, respectively, for the first year following the closing date and thereafter at an exercise price of $0.36 or $0.45, respectively, for the second year after the closing date. The net proceeds will be used for general working capital. As at June 30, 2008, the Company had working capital of approximately $2,470,247.

As at June 30, 2008, the Company had 49,511,799 outstanding common shares and a total of 6,677,500 outstanding warrants exercisable at an exercise price range of $0.24 to $0.45 before the date of expiration. The outstanding stock options as at June 30, 2008 were 4,800,000 (4,362,500 options exercisable) at an exercise price range of $0.11 to $0.80 per option. Upon the exercise of outstanding warrants and options, the Company will have fully diluted outstanding common shares of 60,551,799.

At the time of this report, the Company has sufficient working capital to pursue its development plans and to fund its operations. However, there can be no guarantee that the Company will derive any proceeds from the exercise of outstanding warrants and options. There is no assurance that additional funding will be made available to the Company to fulfill its business objectives. In addition, there can be no assurance that the Company will be able to obtain adequate financing in the future to fulfill its business objectives or that the terms of such financing will be favourable. While the Company has (as described above in Results of Operations) sales revenues, these revenues are not sufficient, at this time, to enable the Company to expand its activities in seeking regulatory approval in markets outside of Canada or to enable it to develop and market new products. Many of the Company’s products still require further development, laboratory testing and human testing in order to obtain required regulatory approvals. A lack of funds will impair the ability of the Company to complete such tests. A lack of funds will also impair the Company’s ability to establish marketing and sales plans once the products have been approved for sale. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, which might alter the capital structure of the Company, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

Critical Accounting Policies

Please refer to the Notes to the audited financial statements

Recent Accounting Pronouncements

The Company adopted the following new accounting standards issued by the Canadian Institute of Chartered Accountants (“CICA”) relating to comprehensive income, recognition, measurement, disclosure and presentation of financial instruments and hedges. These new accounting standards are applied prospectively beginning July 1, 2007. Adoption of these standards had no impact on the consolidated financial statements for the year ended June 30, 2008.

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Section 1530 – Comprehensive Income – This section established standards for reporting and presentation of a statement of comprehensive income. Comprehensive income includes net earnings and other comprehensive income. Other comprehensive income is defined as the change in equity from transactions and other events from non owner sources. Other comprehensive income includes holding gains and losses on certain derivative instruments that are classified as available-for-sale, and gains or losses due to the change in foreign currency relating to self-sustaining foreign operations, all of which are not recognized in net earnings until realized.

Section 3251 – Equity – In addition to Section 1530 (Comprehensive Income), this section establishes standards for the presentation of equity and changes in equity during the reporting period.

Section 3855 – Financial Instruments – Recognition and Measurement – This section established standards for recognizing and measuring financial instruments in the balance sheets and specifying how unrealized or realized gains and losses are to be presented during the reporting period. In accordance with the new accounting standard, all financial assets and financial liabilities are measured at fair value on initial recognition except for certain related party transaction.

Financial instruments have been classified as held-to-maturity, available-for-sale, held for trading, loans and receivables, or other financial liabilities. Financial assets that are held to maturity, other than those held for trading, are measured at amortized cost. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income until realized, at which time realized gains and losses will be recognized in net income. Held for trading instruments are measured at fair value with unrealized gains and losses recognized in the results of operations in the period in which they arise. Loans and receivables are measured at amortized cost using the effective interest method. Any gains or losses on the realization of loans and receivables are included in earnings. Financial liabilities that are not classified as held to maturity are classified as other financial liabilities, and are carried at amortized costs using the effective interest method. Any gains and losses on realization of other financial liabilities are included in earnings. Any transaction costs incurred to acquire financial instruments will be included in earnings.

The Company’s financial instruments consist of cash and equivalents, accounts receivable, prepaid expenses and others, subscriptions receivable, and accounts payable and accrued liabilities. The fair value of these instruments approximates the carrying amounts due to the immediate or short-term maturity of these financial instruments. The Company has made the following classifications:

Cash and equivalents

Held for trading

Accounts receivable

Loans and receivable

Prepaids expenses and others

Loans and receivable

Subscriptions receivable

Loans and receivable

Accounts payable and accrued liabilities

Other financial liabilities

Section 3861 – Financial Instruments – Disclosure and Presentation – This section establishes standards for presentation of financial instruments and non-financial derivates and identifies the information that should be disclosed about them. This section establishes standards for presentation of financial instruments and identifies the information which should be disclosed about them. Under the new standards, policies followed for years prior to the effective date are generally not reversed, and therefore the comparative figures have not been restated.

Section 3862 – Financial Instruments – Disclosures and Section 3863 – Financial Instruments – Presentation - These sections revised and enhance the disclosure requirements while carrying forward its presentation requirements. These new sections will place increased emphasis on disclosures about the nature and extent of risks associated with both recognized and unrecognized financial instruments, how the entity manages the risks, and the exposure to liquidity, currency and other price risks.

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It is management’s opinion that the Company is not exposed to significant interest, currency, credit, and liquidity risk arising from these financial instruments. The Company has transactions dominated in US dollars but exposure to currency risk is immaterial. The Company mitigates its exposure to credit risk by maintaining its primary operating accounts with a chartered bank in Canada and constantly monitoring credit standing of counterparties. The Company manages its liquidity risk through the management of its capital as described in note 14. The Company does not use financial derivatives.

Section 3865 – Hedges – This section establishes standards for the Company that chooses to designate qualifying transactions as hedges for accounting purposes. This section builds on Accounting Guideline AcG-13, “Hedging Relationships,” and Section 1650, “Foreign Currency Translation”. The Company does not use hedge accounting and has no hedging relationships.

Section 1535, “Capital Disclosures” – This section establishes standards for disclosing information about an entity’s capital and how it is managed. It requires the disclosure of the entity’s objectives, policies and processes for managing capital as well as summary quantitative data on the elements included in the management of capital.

Section 3031 – “Inventories” – This section establishes standards for measuring the inventories. The new standards require that the inventories shall be measured at the lower of cost and the net realizable value. This section provides guidelines on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value and reversal of a previous write-down when the value of inventories is evidently increased due to the change in economic circumstances. The use of last-in, first-out method (LIFO) in measuring inventories is not recommended. This section applies to interim and annual financial statements for fiscal years beginning on or after January 1, 2008. The Company is evaluating the effect of adopting this new standard.

Section 3064 – “Goodwill and Intangible Assets” – The replacement of Section 3062 establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The Company is evaluating the impact of this new standard.

As announced by the Canadian Accounting Standards Board (“AcSB”), the financial reporting requirements for Canadian companies will be changed to the use of International Financial Reporting Standards (“IFRS”), replacing Canada’s own GAAP. The changeover date for publicly-listed companies is 2011. The Company has begun reviewing its plan for adopting IFRS for 2011. At this time, the Company has not yet determined the financial reporting impact due to the change of new reporting standards.

5.C. Research and development, patents and licenses etc.

The Company expects to spend up to $500,000 on clinical testing and patenting of its products in Fiscal 2009 in total. Some of these funds may, it is anticipated, be expended in having regulatory consultants prepare submissions to the FDA and the EPA.

Because it is impossible to predict if the EPA or FDA will request further studies or reviews of the Company’s products, or what cost such studies or reviews would incur, it is not possible to say if this budget will suffice to allow completion of the submissions on the Company’s behalf.

The Company may not presently have sufficient working capital to fund its Research and Development expenditures described above and will need to undertake further financings to secure the funds required.

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5.D. Trend information

There are no markets or other trends, other than as disclosed below, which the Company believes materially affect its business prospects.

The Company’s existing customers and the general public are becoming more aware of disinfectant products. The continuing spread of antibiotic resistant bacteria is contributing to this awareness and a perception that there is a growing need or demand for products similar to those the Company produces.

This has resulted in growth in the market for disinfectant products, in particular consumer products which provide antibacterial soaps and lotions. No reliable quantification of the growth these product sales have experienced is available and no growth or future growth can be reliably predicted.

The Company believes that the demand for its T³6^®Disinfectant product, or at least for similar products, will increase.

5.E. Off-balance sheet arrangements

The Company does not have any off-balance sheet arrangements.

5.F. Tabular disclosure of contractual obligations

The Company does not have any long-term debt obligations, capital (finance) lease obligations, operating lease obligations, purchase obligations or other long-term liabilities reflected on the Company’s balance sheet.

5.G. Safe Harbor

This Annual Report on Form 20-F contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, principally in ITEM #4, “Information on the Company” and ITEM #5. These statements may be identified by the use of words like “plan,” “expect,” “aim,” “believe,” “project,” “anticipate,” “intend,” “estimate,” “will,” “should,” “could” and similar expressions in connection with any discussion, expectation, or projection of future operating or financial performance, events or trends. In particular, these include statements about the Company’s strategy for growth, future performance or results of current sales and production, interest rates, foreign exchange rates, and the outcome of contingencies, such as acquisitions and/or legal proceedings and intellectual property issues.

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ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth certain information as of June 30, 2008 about the Company’s current directors and senior management. There have been no subsequent changes to the Company’s current directors and senior management:

Table No. 6:

Directors and Senior Management:


Name	Age	Position	Other Reporting Companies in Canada or the United States
Name	Age	Position	Company	Position
Terrance Owen	62	President, CEO and Director	Bi-optic Ventures Inc.	Secretary and Director
Peter Chen	46	Secretary, CFO and Director	None	n/a
Eugene Hodgson	52	Director	Grandfield Pacific Inc. Timmins Gold Corp.	Director Director
Linda Allison	61	Director	None	n/a
Ronald Zokol	59	Director	None	n/a
William McCoy	53	Director	None	n/a

Terrance Owen – President, CEO and Director: B.Sc. (Honours), University of Victoria, 1968; M.Sc., Biology, UNB, 1970; Ph.D., UBC, 1974, M.Sc., SFU, 1991; President, CEO, Director and co-founder of the Company since2000; President of Helix Biotech ULC, a laboratory providing DNA testing services for paternity, immigration and forensic cases, 1980 2002; President, Helix BioPharma Corp., a biopharmaceutical company focused on drug delivery, drug discovery, drug development, drug distribution and drug licensing, 1995 to 1998; Secretary of Bi-optic Ventures Inc. a company listed on the TSX Venture Exchange since September, 2002 and a Director of Bi-Optic Ventures Inc. since September, 2006.

Peter Chen – Secretary, CFO and Director: Diploma in Accounting, Douglas College, 1993; self-employed financial consultant, 1993 to 2003; CFO, Prospect Point Exploration & Management Services Ltd., a private company providing mineral exploration consulting services, 2000 to 2003; President of Canadian Mineral Exploration Managing Consultants Inc., a private company providing mineral exploration services to publicly listed companies that have projects in Africa and South East Asia, 1997 to 2000 and CFO. 1994 to 2000; Director of the Douglas College Foundation, 2004 to 2007; co-founder of the Company and CFO since its inception in May, 2000.

Eugene Hodgson – Director: Bachelor of Arts, University of Calgary, 1978; Director, Corporate Development, Intrawest Corporation, 1990 to 1996; President, E.A. Hodgson & Associates, a private management consulting firm, since 1996; currently, Vice President, Western Region, Corpfinance International Limited., a firm that provides specialized term financing to mid-sized and large companies; Director, Timmins Gold Corp. and Grandfield Pacific Inc., both publicly-traded companies; previously CFO and Director, Sea Breeze Power Inc.; co-founder of the "Families for School Seismic Safety" in B.C.; past Director of the Independent Power Producers of B.C.; former Director, Vancouver Board of Trade and current Area Commissioner, Pacific Spirit Area for the Boy Scouts of Canada.

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Linda Allison - Director: BSc (Honours), Simon Fraser University; MSc; University of London; Diploma of Imperial College (DIC), Imperial College of Science and Technology, London, 1972; PhD, Simon Fraser University, 1978 in neurophysiology, molecular biology and biophysics; President, Groberman Computer Engineering Ltd., a computer technology company developing custom systems for scientific and industrial applications, 1980 to 1995; President, Snowdon & Associates Management Consultants Ltd., a management consulting company that provides professional services to medical device, biotechnology, pharmaceutical, and high technology companies, since 1985; Corporate finance in two investment banking and brokerage firms assisting financing of biomedical and high technology companies in North America and Europe, 1992 to 1998; President & CEO, Ondine Biopharma Corp., a biomedical company developing photo-activated drugs, 1998 to 2001; President & CEO, Genesis Bioventures Inc., a biomedical holding company that invested in companies developing novel diagnostics and therapeutics in the areas of cancer and neurological disorders, 2000 to 2001; President & CEO and Director, MDX Medical Inc., a biomedical company developing medical imaging technologies for the improved diagnosis and treatment of cancer, 2003 to 2005 and Member, ForeFront Committee of the Alberta Heritage Foundation for Medical Research since 2006.

Ron Zokol – Director: Director, ALDA Pharmaceuticals Corp. since, 2003; has practiced and lectured in the fields of dental surgery and prosthodontics for the last 30 years; Director of the Pacific Institute for Implant Dentistry and a Diplomat of the American Board of Oral Implantology; President of the Vancouver and District Dental Society in 1986; currently is an internationally recognized lecturer in his field and teaches advanced reconstructive dentistry and provides expertise on infection control.

William McCoy – Director: Director, ALDA Pharmaceuticals Corp. since March, 2005; Chief Technology Officer, Phigenics, LLC, a life sciences technology company based in Chicago, Illinois since 2005; Chairman, American Society of Heating, Refrigerating and Air-conditioning Engineers (ASHRAE) Environmental Health Committee, 2008 to 2009; received the Intellectual Property Law Association "Inventor of the Year" award, 2001; received Medal for Outstanding Contribution to Management and Science from Intl. Water Assoc., Berlin 2001; author of full length book,"Preventing Legionellosis", 2005; holds 28 patents in microbial diagnostics, control, and manufacturing of industrial antimicrobials.

The Directors have served in their respective capacities since their election and/or appointment and will serve until the next Annual General Meeting or until a successor is duly elected, unless the office is vacated in accordance with the Articles/By-Laws of the Company.

The senior management serves at the pleasure of the Board of Directors.

No Director and/or member of senior management had been the subject of any order, judgment, or decree of any governmental agency or administrator or of any court or competent jurisdiction, revoking or suspending for cause any license, permit or other authority of such person or of any corporation of which he is a Director and/or member of senior management, to engage in the securities business or in the sale of a particular security or temporarily or permanently restraining or enjoining any such person or any corporation of which he is an officer or director from engaging in or continuing any conduct/practice/employment in connection with the purchase or sale of securities, or convicting such person of any felony or misdemeanor involving a security or any aspect of the securities business or of theft or of any felony.

There are no family relationships between any two or more Directors or members of senior management.

There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a Director or member of senior management.

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6.B. Compensation

Cash Compensation

Total compensation accrued and/or paid (directly and/or indirectly) to all Directors/Senior Management during the year ended June 30, 2008 and previous years are detailed in Table No. 7 below:

Table No. 7

Annual Compensation of Senior Management

_____________________________________________________________________________________


		Annual Compensation			Long Term Compensation
					Awards		Payouts
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compen- sation ($)	Securities Under Option/ SAR's Granted (#)	Shares/ Units Subject to Resale Restrictions ($)	LTIP Pay- outs ($)	All Other Compen-sation ($)
Terrance G. Owen, Chief Executive Officer (1)	2008 2007 2006 2005	Nil Nil Nil Nil	Nil Nil Nil Nil	$150,000 $ 60,000 $ 60,000 $ 70,000	400,000 550,000 Nil 32,363	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil
Peter Chen, Chief Financial Officer (2)	2008 2007 2006 2005	Nil Nil Nil Nil	Nil Nil Nil Nil	$120,000 $ 60,000 $ 60,000 $ 64,000	400,000 550,000 Nil 120,000	Nil Nil Nil Nil	Nil Nil Nil Nil	Nil Nil Nil Nil

(1)

Consulting/management fees (“other annual compensation” of $150,000, $60,000, $60,000 and $70,000) were paid to a management consulting company owned by Terrance Owen;

(2)

Consulting/management fees (“other annual compensation of $120,000, 60,000, $60,000 and $64,000) were paid to a management consulting company owned by Peter Chen.

_____________________________________________________________________________________

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Table No. 8

Stock Option Grants to directors and officers in Fiscal 2007 Ended June 30,2007 and Fiscal 2008 Ended June 30, 2008

_____________________________________________________________________________________

Name

Number of Options Granted

% Of Total Options Granted

Fiscal Year

Exercise Price per Share

Grant Date

Expiration Date

Mkt. Value of Securities Underlying Options on Date of Grant ⁽¹⁾

Terrance Owen

250,000

300,000

200,000

7.08

8.50

6.73

$0.10

$0.12

$0.50

$0.80

08/02/2006

05/04/2007

12/12/2007

05/02/2008

08/02/2008

05/03/2009

12/07/2010

05/02/2011

$ 5,000

$21,000

$52,505

$93,187

Peter Chen

250,000

300,000

200,000

7.08

8.50

6.73

$0.10

$0.12

$0.50

$0.80

08/02/2006

05/04/2007

12/12/2007

05/02/2008

08/02/2008

05/03/2009

12/07/2010

05/02/2011

$ 5,000

$21,000

$52,505

$93,187

Linda Allison

150,000

200,000

100,000

50,000

4.25

5.67

3.37

1.68

$0.10

$0.12

$0.50

$0.80

08/02/2006

05/04/2007

12/12/2007

05/02/2008

08/02/2008

05/03/2009

12/07/2010

05/02/2011

$ 3,000

$14,000

$26,252

$23,297

William McCoy

50,000

200,000

50,000

1.42

5.67

1.68

$0.10

$0.11

$0.50

$0.80

08/02/2006

04/12/2007

12/12/2007

05/02/2008

08/02/2008

04/12/2009

12/07/2010

05/02/2011

$ 1,000

$14,000

$13,126

$23,297

Eugene Hodgson

50,000

200,000

50,000

1.42

5.67

1.68

$0.10

$0.11

$0.50

$0.80

08/02/2006

04/12/2007

12/12/2007

05/02/2008

08/02/2008

04/12/2009

12/07/2010

05/02/2011

$ 1,000

$14,000

$13,126

$23,297

Ron Zokol

150,000

50,000

100,000

50,000

4.25

1.42

3.37

1.68

$0.10

$0.12

$0.50

$0.80

08/02/2006

05/04/2007

12/12/2007

05/02/2008

08/02/2008

05/03/2009

12/07/2010

05/02/2011

$ 3,000

$ 3,500

$26,252

$23,297

⁽¹⁾ See Notes 7.(b)(i) to 7.(b)(vii) of the accompanying financial statements for the year ended June 30, 2008.

The following table gives certain information concerning stock option exercises during Fiscal 2008 by the Company’s Senior Management and Directors. It also gives information concerning stock option values.

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______________________________________________________________________

Table No. 9

Aggregated Stock Options Exercises in Fiscal 2008

Fiscal Year-end Unexercised Stock Options

Fiscal Year-end Stock Option Values

Senior Management/Directors


Name	Number of Shares Acquired on Exercise	Aggregate Value Realized	Value of Unexercised In-the-Money Options at Fiscal Year-End Exercisable/Unexercisable
Terrance Owen	0	0	$90,000/$0
William McCoy	0	0	$78,000/$0
Peter Chen	0	0	$90,000/$0
Ron Zokol	0	0	$63,000/$0
Linda Allison	0	0	$60,000/$0
Eugene Hodgson	250,000	$86,105	$0/$0

Director Compensation: The Company has no formal plan for compensating its Directors for their service in their capacity as Directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of the Board of Directors. The Board of Directors may award special remuneration to any Director undertaking any special services on behalf of the Company other than services ordinarily required of a Director. Other than indicated below no Director received any compensation for his services as a Director, including committee participation and/or special assignments.

Stock Options: The Company may grant stock options to Directors, Senior Management and employees. In total, 2,970,000 stock options were granted during fiscal year ended 2008 and 650,000 were exercised during Fiscal 2008. Refer to ITEM #6.E., "Share Ownership" and Table No. 8 for information about stock option grants. Table 8 excludes 650,000 share purchase options granted to non-officer and non-director employees, which were granted on August 2, 2006, April 12, 2007 and May 2, 2007 at an exercise price of $0.10 to $0.12 and have a term of 2 years from the date of grant. In addition, 1,670,000 options granted on December 7, 2007 and May 2, 2008 during fiscal 2008 to non-officer and non-director employees at an exercise price of $0.50 and $0.80 and have a term of 3 years from the date of grant were excluded in Table 8. In 2007, 150,000 options to acquire common shares of the Company were cancelled due to the employee’s departure.

Change of Control Remuneration: On June 1, 2008, the Company established agreements to provide remuneration received by the President & CEO, Terrance Owen, and the CFO, Peter Chen, and their respective consulting companies in Fiscal 2008 to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds US$60,000 per Senior Management (Exhibits 4.j and 4.k). Other Compensation: No Senior Manager or Director received “other compensation” in excess of the lesser of US$25,000 or 10% of such officer's cash compensation, and all Senior Managers or Directors as a group did not receive other compensation which exceeded US$25,000 times the number of persons in the group or 10% of the compensation.

Bonus/Profit Sharing/Non-Cash Compensation: Except for the stock option program discussed in ITEM #6.E., the Company had no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to the Company's Directors or Senior Management.

Pension/Retirement Benefits: No funds were set aside or accrued by the Company during Fiscal 2008 to provide pension, retirement or similar benefits for Directors or Senior Management.

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6.C. Board Practices

6.C.1. Terms of Office.

Refer to ITEM 6.A.1.

6.C.2. Directors’ Service Contracts.

Employment agreements (Exhibits 4.j and 4.k) dated June 1, 2008 were entered into with Terrance Owen and Peter Chen (“the Officers”) who provide their services to the Company through their respective holding companies, 503213 BC Ltd. and 612480 BC Ltd., respectively The material terms of these contracts are as follows.

The Company retains the Officers as independent consultants. The Company will not be required to make contributions for employment insurance, Canada Pension, workers’ compensation or other similar levies in respect of the fee for services to be paid to the Officers. The Officers agree to pay all required contributions and deductions for income taxes, workers’ compensation and employment insurance and shall indemnify and save the Company harmless from and against all claims, actions, losses, expenses, costs or damages which the Company or its officers, employees or agents may suffer as a result of the Consultant’s non-compliance with this requirement.

The Officers agree to provide sufficient time and attention to the business and affairs of the Company, to advise and counsel the Board and to channel to the Company all knowledge, business and customer contacts and any other information that could concern or be in any way beneficial to the Company. All information communicated to the Company will be the property of the Company. The Officers acknowledge that each is a “person in a special relationship”, as that expression is defined in the securities laws of various provinces of Canada, and may receive material information concerning the business and affairs of the Company that has not been generally disclosed, and covenant and agree that they will not purchase or sell any securities of the Company until such information has been generally disclosed. The Company is aware that the Officers may provide services to certain other companies from time to time as disclosed above. The Officers agree that they will not provide services to any other companies without the written approval of the Company.

The Company will pay a consulting fee in the amount of (Cdn)$15,000.00 per month to the holding company of Terrance Owen and (Cdn)$12,000.00 per month to the holding company of Peter Chen plus applicable GST. The fees payable will be reviewed annually, and may be adjusted by the Company in consultation with the Officers to reflect general economic conditions, changes in the duties provided under this Agreement or performance by the Officers. The Officers are entitled to participate in the Company’s incentive stock option plan (Exhibit 4.e). The Company will reimburse the Officers for all reasonable travelling and other out-of-pocket expenses incurred in connection with services provided to the Company. The Officers will be entitled to participate in any benefit programs established by the Company. To date, no such plans are in place.

Inventions of any type made by the Officers become the sole property of the Company which will hold all intellectual property rights for such inventions. If the Company chooses to patent, copyright, trademark or otherwise protect the inventions, the Officers will assign their rights to the Company. The Officers will treat all information of the company as confidential except any information that is presently in the public domain, any information that subsequently becomes part of the public domain, any information obtained by the Officers from a third party with a valid right to disclose it or any information that was independently developed by the Officers or was in their possession prior to receipt from the Company.

The Officers agree that they shall not engage in any activity that is contrary to or detracts from the performance of the business of the Company, will not receive and personal benefit from any party having business with the Company without the approval of the Board and, during the term of the agreement and for a period of one year afterwards, will not compete with the Company or solicit customers or employees of the Company

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The Officers may terminate this Agreement by giving thirty (30) days written notice to the Company. The Company may waive such notice and, if it does so, this Agreement will cease on the date the Company waives such notice. The Company may terminate this Agreement without notice or payment in lieu of notice for breach of the agreement. The Company may terminate this Agreement at its sole discretion and for any reason upon giving the Consultant written notice of termination provided that the Company pays, in lieu of notice, twelve (12) months fee severance. The Company may terminate this Agreement without notice or payment in lieu of notice upon a change of control of the holding company of the Officer or the death or permanent disability of the Officer. Upon termination of this Agreement, the Consultant will promptly return all property. This Agreement may be subject to the acceptance by TSX Venture Exchange and a refusal to do so shall not constitute a default of the Company.

6.C.3. Board of Director Committees.

The Company has an Audit Committee, which is governed by an Audit Committee Charter (Exhibit 11), recommends to the Board of Directors the engagement of the independent auditors of the Company and reviews with the independent auditors the scope and results of the Company’s audits, the Company’s internal accounting controls, and the professional services furnished by the independent auditors to the Company. The current members of the Audit Committee are: Peter Chen (the Company’s CFO), Eugene Hodgson (non-management Director) and Linda Allison (non-management Director). The Audit Committee met four times during the year ended June 30, 2008 to discuss and approve the Company’s audited and quarterly financial statements. The Audit Committee also met subsequent to the Company’s last Annual General Meeting of shareholders.

6.D. Employees

As of June 30, 2008 and as of the date of filing of this Annual Report, the Company had 1 full-time employee who provides accounting services, administrative assistance and inside sales activities and two Officers (its President & CEO, Terrance Owen and its CFO, Peter Chen), employed full-time. The Company does not have any part-time employees. The Company retains independent consultants to assist with marketing and regulatory matters, as required.

The Company is planning to hire an Account Manager to provide sales and marketing assistance to the Company’s distributors.

6.E. Share Ownership

Table No. 10 lists, as of June 30, 2008, Directors and Senior Management who beneficially own the Company's voting securities, consisting solely of common shares, and the amount of the Company's voting securities owned by the Directors and Senior Management as a group.

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Table No. 10

Shareholdings of Directors and Senior Management


Title of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (1)	Options and Warrants exercisable in 60 days
Common	Terrance Owen (2)	1,418,900	2.87%	1,275,000
Common	Linda Allison	527,063	1.06%	850,000
Common	Peter Chen	137,500	0.28%	500,000
Common	Eugene Hodgson	150,000	0.30%	50,000
Common	Ronald Zokol	205,748	0.42%	300,000
Common	William McCoy	0	0.00%	300,000
	Total Directors/Management	2,439,211	4.93%	3,275,00

(1) Based on 49,511,799 outstanding as of June 30, 2008

(2) Includes 61,900 shares owned by Patricia Genereaux, the spouse of Terrance Owen

_____________________________________________________________________________________

Stock Options: The terms of incentive options grantable by the Company are done in accordance with the rules and policies of the TSX Venture Exchange and the British Columbia Securities Commission, including the number of common shares under option, the exercise price and expiry date of such options and any amendments thereto. The Company adopted a formal written stock option plan (the "Plan") on December 13, 2005. (A copy of the Company’s Stock Option Plan was filed with the 2005 Form 20F as Exhibit 4.e.) At every Annual General Meeting of the Company, the Plan is presented to and voted on by the shareholders of the Company. If approved, the terms and conditions of the Plan remain in force for the subsequent year. The Stock Option Plan was passed by a majority of shareholders at the Annual General Meeting held on December 12, 2008.

Such “terms and conditions”, including the pricing of the options, expiry and the eligibility of personnel for such stock options; and are described below.

The principal purposes of the Company’s stock option program are to (a) assist the Company in attracting, retaining, and motivating directors, officers and employees of the Company and, (b) to closely align the personal interests of such directors, officers and employees with the interests of the Company and its shareholders.

The Plan provides that stock options may be granted to service providers for the Company. The term “service providers” means:

(a)

Any full or part-time employee or Officer, or insider of the Company or any of its subsidiaries;

(b)

Any other person employed by a company or individual providing management services to the Company;

(c)

Any other person or company engaged to provide ongoing consulting services for the Company or any entity controlled by the Company or

(d)

Any individual engaged to provide services that promote the purchase or sale of the issued securities (any person in (a), (b), (c) or (d) hereinafter referred to as an “Eligible Person”); and

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(e)

Any registered retirement savings plan established by such Eligible Person, or any corporation controlled by such Eligible Person, the issued and outstanding voting shares of which are, and will continue to be, beneficially owned, directly or indirectly, by such Eligible Person and/or spouse, children and/or grandchildren of such Eligible Person.

For stock options to Employees, Consultants or Management Company Employees, the Company must represent that the optionee is a bona fide Employee, Consultant or Management Company Employee as the case may be. The terms “insider” “Controlled” and “subsidiary” shall have the meanings ascribed thereto in the Securities Act (Ontario) from time to time. Subject to the foregoing, the board of directors or Committee, as applicable, shall have full and final authority to determine the persons who are to be granted options under the Plan and the number of shares subject to each option.

The Plan shall be administered by the board of directors of the Company or a committee established by the board of directors for that purpose. Subject to approval of the granting of options by the board of directors or Committee, as applicable, the Company shall grant options under the Plan.

The Plan provides that the aggregate number of shares of the Company, which may be issued and sold under the Plan, will not exceed 10% of the issued shares of the Company. The Company shall not, upon the exercise of any option, be required to issue or deliver any shares prior to (a) the admission of such shares to listing on any stock exchange on which the Company’s shares may them be listed, and (b) the completion of such registration or other qualification of such shares under any law, rules or regulation as the Company shall determine to be necessary or advisable. If any shares cannot be issued to any optionee for whatever reason, the obligation of the Company to issue such shares shall terminate and any option exercise price paid to the Company shall be returned to the optionee.

If a stock option expires or otherwise terminates for any reason without having been exercised in full, the number of common shares reserved for issuance under that expired or terminated stock option shall again be available for the purposes of the Plan. Any stock option outstanding when the Plan is terminated will remain in effect until it is exercised or it expires. The Plan provides that it is solely within the discretion of the Board to determine who should receive stock options and in what amounts, subject to the following conditions:

(a)

Options will be non-assignable and non-transferable except that they will be exercisable by the personal representative of the option holder in the event of the option holder’s death;

(b)

Options may be exercisable for a maximum of five years from grant date;

(c)

Options to acquire no more than 5% of the issued shares of the Company may be granted to any one individual in any 12-month period;

(d)

Options to acquire no more than 2% of the issued shares of the Company may be granted to any one consultant in any 12-month period;

(e)

Options to acquire no more than an aggregate of 2% of the issued shares of the Company may be granted to an employee conducting investor relations activities (as defined in TSX Venture Exchange Policy 1.1), in any 12 month period;

(f)

Options to acquire no more than 10% of the issued shares of the Company may be granted to any insiders in any 12-month period;

(g)

Options held by an option holder who is a director, employee, consultant or management company employee must expire within 90 days after the option holder ceases to be a director, employee, consultant or management company employee;

(h)

Options held by an option holder who is engaged in investor relations activities must expire within 30 days after the option holder ceases to be employed by the Company to provide investor relations activities; and

(i)

In the event of an option holder’s death, the option holder’s personal representative may exercise any portion of the option holder’s vested outstanding options for a period of one year following the option holder’s death.

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The Plan provides that other terms and conditions may be attached to a particular stock option, such terms and conditions to be referred to in a schedule attached to the option certificate. Stock options granted to directors, senior officers, employees or consultants will vest when granted unless otherwise determined by the Board on a case by case basis, other than stock options granted to consultants performing investor relations activities, which will vest in stages over 12 months with no more than one-fourth of the options vesting in any three month period.

The price at which an option holder may purchase a common share upon the exercise of a stock option will be as set forth in the option certificate issued in respect of such option and in any event will not be less than the discounted market price of the Company’s common shares as of the date of the grant of the stock option (the “Award Date”). The market price of the Company’s common shares for a particular Award Date will typically be the closing trading price of the Company’s common shares on the day immediately preceding the Award Date, or otherwise in accordance with the terms of the Plan. Where there is no such closing price or trade on the prior trading day “market price” shall mean the average of the most recent bid and ask of the shares of the Company on any stock exchange on which the shares are listed or dealing network on which the shares of the Company trade.

In no case will a stock option be exercisable at a price less than the minimum prescribed by each of the organized trading facilities or the applicable regulatory authorities that would apply to the award of the stock option in question.

Common shares will not be issued pursuant to stock options granted under the Plan until they have been fully paid for by the option holder. The Company will not provide financial assistance or loans to option holders to assist them in exercising their stock options.

The names and titles of the Directors/Executive Officers/Employees of the Company to whom outstanding stock options have been granted and the number of common shares subject to such options is set forth in Table No. 11 as of June 30, 2008, as well as the number of options granted to them. There are outstanding stock options granted to consultants, scientific advisors and investor relations.

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Table No. 11

Stock Options Outstanding

________________________________________________________________________________

Directors and Officers

Number of Options Granted

Exercise Price per Share

Grant Date

Expiration Date

Terrance Owen

300,000

200,000

$0.12

$0.50

$0.80

05/04/2007

12/12/2007

05/02/2008

05/03/2009

12/07/2010

05/02/2011

Peter Chen

300,000

200,000

$0.12

$0.50

$0.80

05/04/2007

12/12/2007

05/02/2008

05/03/2009

12/07/2010

05/02/2011

Linda Allison

200,000

100,000

50,000

$0.12

$0.50

$0.80

05/04/2007

12/12/2007

05/02/2008

05/03/2009

12/07/2010

05/02/2011

Eugene Hodgson

50,000

$0.50

$0.80

12/12/2007

05/02/2008

12/07/2010

05/02/2011

William F. McCoy

50,000

200,000

50,000

$0.10

$0.11

$0.50

$0.80

08/02/2006

04/12/2007

12/12/2007

05/02/2008

08/02/2008

04/12/2009

12/07/2010

05/02/2011

Ron Zokol

150,000

50,000

100,000

50,000

$0.10

$0.12

$0.50

$0.80

08/02/2006

05/04/2007

12/12/2007

05/02/2008

08/02/2008

05/03/2009

12/07/2010

05/02/2011

TOTAL

2,550,000

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Table No. 11

Stock Options Outstanding


Employees and Others	Number of Options Granted	Exercise Price per Share	Grant Date	Expiration Date
Allan Shapiro	300,000 200,000 100,000	$0.12 $0.50 $0.80	05/04/2007 12/12/2007 05/02/2008	05/03/2009 12/07/2010 05/02/2011
Eric Lam	100,000 100,000 100,000 100,000	$0.10 $0.11 $0.50 $0.80	08/02/2006 04/12/2007 12/12/2007 05/02/2008	08/02/2008 04/12/2009 12/07/2010 05/02/2011
Robert Lewis	250,000	$0.50	12/12/2007	12/07/2010
Brain Conway	40,000 60,000	$0.10 $0.50	08/02/2006 12/12/2007	08/02/2008 12/07/2010
Mike Wilby	40,000 60,000	$0.10 $0.50	08/02/2006 12/12/2007	08/02/2008 12/07/2010
Freeform Communications	300,000 100,000	$0.50 $0.80	12/12/2007 05/02/2008	12/07/2010 05/02/2011
John Mooney	150,000	$0.50	12/12/2007	12/07/2010
Ping Liu	250,000	$0.80	05/02/2008	05/02/2011
Total consultants, scientific advisors, employees and investor relations	2,250,000
Total Outstanding	4,800,000

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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

7.A. Major Shareholders

As of June 30, 2008, all shareholders have the same voting rights attached thereto as all other common shares of the Company except that, under the terms of the Voting Agreement described above and attached as Exhibit 3. Only Allan Shapiro has restrictions on the voting rights of his shares.


Name	Number of Common Shares, Warrants and Options (exercisable within 60 days) Held	Percentage of Common Shares Held (calculated as a percentage of issued and outstanding on June 30, 2008 ⁽¹⁾	Options and warrants exercisable in 60 days
Terrance Owen⁽²⁾	2,693,900	5.44%	1,275,000

⁽¹⁾Based on 49,511,799 shares outstanding

⁽²⁾ Shares held by Terrance Owen include 61,900 shares held by his spouse, Patricia Genereaux.

The shares, warrants and options held by Allan Shapiro dropped below 5% as of June 30, 2008 due to the sale of shares by Allan Shapiro and dilution caused by the issuance of additional shares for private placements and from the exercise of options and warrants. There was not a significant difference in the number of shares, warrants and options held by Terrance Owen compared to the number held on June 30, 2007. However, the percentage of shares, warrants and options held by Terrance Owen, relative to the number of share outstanding decreased from 8.04% to 5.44% due to the increase of shares outstanding from 32,192,404 on June 30, 2007 to 49,511,799 on June 30, 2008.

Other than as disclosed above the Company is not aware of any other company, any foreign government or any other person, jointly or severally, that directly or indirectly controls the Company. The Company is not aware of any arrangements the operation of which may at a future date result in a change in control of the Company.

7.A.1.a. Holdings By Major Shareholders. Refer to ITEM #6.E and Table No. 10.

7.A.1.b. Significant Changes in Major Shareholders’ Holdings.

---No Disclosure Required---

7.A.1.c. Different Voting Rights. The Company’s major shareholders do not have different voting rights except as described in the Voting Agreement (Exhibit 3.a.) which is disclosed in Section 4.A., “History and Development of the Company.

7.A.2. Canadian Share Ownership.

On March 23, 2009, the Company’s shareholders’ list showed 49,891,799 common shares outstanding and 28 registered shareholders. The Company has researched the indirect holding by depository institutions and other financial institutions estimates that there are: 25 holders of record resident in Canada, holding 49,869,950 common shares; 1 holders of record resident in the USA, holding 1,500 common shares; and, 2 holders of record resident elsewhere holding 20,439 common shares.

7.A.3. Control of the Company

The Company is a publicly owned Canadian corporation, the shares of which are owned primarily Canadian residents and other foreign residents. The Company is not controlled by any foreign government or other person(s) except as described in ITEM #4.A., “History and Growth of the Company”, and ITEM #6.E., “Share Ownership”.

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7.A.4. Change of Control of Company Arrangements

---No Disclosure Necessary---

7.B. Related Party Transactions

During the year ended June 30, 2008, the Company paid consulting fees of $288,813 (2007: $120,000; 2006: $120,000) to companies controlled by Terrance Owen, President, CEO & Director, Peter Chen, CFO & Director, and Linda Allison, Director of the Company.

Effective June 1, 2008, the Company entered into consulting agreements with the management of the Company (Exhibits, 4.j and 4.k.).

During the year ended June 30, 2008, the Company paid rent of $24,737 (2007: $28,371; 2006: 30,912) to a company controlled by Terrance Owen, President & CEO and a director of the Company.

During the year ended June 30, 2008, the company recorded stock based compensation expenses of $562,427 (2007: $131,500) to directors and companies controlled by a director of the Company.

As at June 30, 2007, of the $293,600 Subscriptions Receivable (2006: $nil; 2005: $nil) for the private placement that closed on June 7, 2007, $55,000 (2006: $nil; 2005: $nil) was owing from Terrance Owen, Pr esident & CEO and $50,000 (2006: $nil; 2005: $nil) from Linda Allison, both Directors of the Company. In the 2008 fiscal year, the Company collected these Subscription Receivable of $105,000 from Mr.s Owen and Ms. Allison.

The Company entered into an agreement with Phigenics, LLC on July 21, 2005 (see “10.C. Material Contracts” for a summary of the agreement and Exhibit 4.a. for details of the agreement). William McCoy, a Director of the Company, is the Chief Technical Officer of Phigenics.

On January 1, 2004 the Company advanced $7,998 to API (now named 513947 BC Ltd. and controlled by Allan Shapiro) at an interest rate of 8% per annum and secured by 40,000 shares of the Company owned by API. On September 30, 2005, API repaid $7,000 to the Company. At December 31, 2005, the Company received repayment of the remaining balance of $988. Interest of $1,137.31 was also paid on December 31, 2005.

Other than as disclosed above, there were no related party transactions of the Company for the previous three fiscal years except that during the 2006 fiscal year, the Company incurred consulting fees of $60,000 (2005: $70,000) to Allan Shapiro, a major shareholder of the Company.

Accounting Fees

For the annual statements dated June 30, 2008, the Company paid accounting fees of $33,010 to HLB Cinnamon Jang Willoughby, Charted Accountants. During the year ended June 30, 2007, the Company paid accounting fees of $25,000 to HLB Cinnamon Jang Willoughby, Chartered Accountants, and $2,950 to Berris Mangan, Charted Accountants.During the year ended June 30, 2006, the Company paid $25,750 to Berris Mangan, Chartered Accountants.

Indirect Payments

---No Disclosure Required---

Shareholder Loans

---No Disclosure Required---

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Amounts Owing to Senior Management/Directors

There is no money owing to members of senior management or members of the Board of Directors.

There have been no transactions since June 30, 2005, or proposed transactions, which have materially affected or will materially affect the Company in which any director, executive officer, or beneficial holder of more than 5% of the outstanding common shares, or any of their respective relatives, spouses, associates or affiliates has had or will have any direct or material indirect interest.

7.C. Interests of Experts and Counsel

---No Disclosure Required---

ITEM 8. FINANCIAL INFORMATION

8.A. Consolidated Statements and Other Financial Information

The Company's financial statements are stated in Canadian Dollars (CDN$) and are prepared in accordance with Canadian Generally Accepted Accounting Principles (GAAP), the application of which, in the case of the Company, conforms in all material respects for the periods presented with United States GAAP, except as discussed in footnotes to the financial statements.

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. These include audited financial statements for the fiscal years ended June 30, 2008, 2007 and 2006 prepared by the auditor, HLB Cinnamon Jang Willoughby, Charted Accountants and for the fiscal years ended June 30, 2006, 2005 and 2004 prepared by of the former auditor, Berris Mangan, Chartered Accountants.

8.A.7. Legal/Arbitration Proceedings

The Directors and the management of the Company do not know of any material, active or pending, legal proceedings against them; nor is the Company involved as a plaintiff in any material proceeding or pending litigation, other than as described below:

On May 14, 2004, the Company announced that certain documents which had been published and disseminated by CIBRON Corporation, a company which had been retained by the Company as a manufacturers representative, together with presentation materials presented at a conference by a consultant to the Company contained certain comparisons and information with respect to the safety and efficacy of products manufactured and sold by Virox Technologies Inc. that were untrue, and potentially misleading in the context in which they were presented. On June 14, 2004, the Company received a release from Virox Technologies, Inc. and paid an amount of $10,000 to settle a legal claim made by Virox Technologies, Inc. Subsequently On June 18, 2004, the management of the Company discovered that Virox had posted damaging, misleading, libelous and possibly fraudulent statements on Virox’s website about the Company. The Company also suspected that Virox had infringed on the Company’s trademark and copyright. The Company filed an action (No. S043563) for defamation in the Vancouver Court Registry of the Province of British Columbia on June 25, 2004., naming the defendants as Virox Technologies Inc. and one of its principals, Randy Pilon. This claim was settled effective July 12, 2006, by an agreement under which the Company received an amount of $15,000 from the competitor. The proceeds of the settlement, net of associated legal costs in the amount of $4,455, have been recognized in the Statement of Operations and Deficit for the period ended June 30, 2007.

Prior to the completion of the Qualifying Transaction, a company, JohnsonDiversey Inc., opposed a trademark application made in Canada by API and commenced legal proceedings during 2003 claiming damages in respect to alleged infringement of trademark. API had filed a Statement of Defense prior to the completion of the Qualifying Transaction. The Statement of Claim was subsequently amended to add the Company as a defendant in the action. On May 23, 2005, the Company entered into a settlement agreement with that company, whereby the Company agreed to terminate the use, and application for registration of, the trademark "Viralex".

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The Company must discontinue the use of that trademark in advertising and other promotional disclosures, liquidate its inventory of goods bearing the trademark "Viralex", and rename the Viralex product within twelve months from the date of the agreement, in consideration for payment of $30,000 (US). These funds were held in escrow by the Company's lawyer until the Company issued a press release regarding the settlement of the trademark dispute, and withdrew its application for the "Viralex" trademark, which occurred on May 30, 2005. The proceeds of the settlement, net of associated costs, as well as the costs associated with establishment of a new trademark, are recognized for accounting purposes in the 2006 year, when the Company's obligations under the settlement agreement are fulfilled. The Company has since renamed its lead product and it is now referred to as “T³6^® Disinfectant”

The Directors and the management of the Company know of no active or pending proceedings against anyone that might materially adversely affect an interest of the Company except that Triosyn Holdings Inc. (“Triosyn”) has filed a statement of opposition to the Company’s proposed trademark, “T36 Disinfex”. On February 6, 2009, the Company was advised that the Canada Trademarks Office had granted Triosyn an extension to April 12, 2009 to file a formal Statement of Opposition.

8.B. Significant Changes

----No Disclosure Required----

ITEM 9. THE OFFER AND LISTING

9.A. Common Share Trading Information

The Company's common shares trade on the TSX Venture Exchange in Toronto, Ontario, Canada, under the symbol "APH". The Company applied for listing on the TSX Venture Exchange and began trading on the TSX Venture Exchange on July 31, 2001 under its former name, Duft Biotech Capital Ltd. and under its former symbol, DUF.

Table No. 12 lists the high, low and closing period average sales prices on the TSX Venture Exchange for the last six months, last ten fiscal quarters, and last five fiscal years.

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Table No. 12

TSX Venture Exchange

Common Shares Trading Activity

____________________________________________________________________________________

Sale - Canadian Dollars


Period Average	High	Low	Closing
Month ended 06/30/08	0.66	0.38	0.42
Month ended 05/31/08	0.81	0.46	0.57
Month ended 04/30/08	1.13	0.68	0.80
Month ended 03/31/08	1.57	0.64	0.71
Month ended 02/28/08	1.47	0.57	1.28
Month Ended 01/31/08	0.70	0.30	0.70

Fiscal Year Ended 06/30/2008	1.57	0.14	0.42
Fiscal Year Ended 06/30/2007	0.155	0.145	0.15
Fiscal Year Ended 06/30/2006	0.075	0.075	0.075
Fiscal Year Ended 06/30/2005	0.18	0.06	0.07
Fiscal Year Ended 06/30/2004	0.24	0.15	0.15

Fiscal Quarter Ended 06/30/2008	1.13	0.38	0.42
Fiscal Quarter Ended 03/31/2008	1.57	0.30	0.71
Fiscal Quarter Ended 12/31/2007	0.57	0.18	0.42
Fiscal Quarter Ended 09/30/2007	0.32	0.14	0.18
Fiscal Quarter Ended 06/30/2007	0.155	0.145	0.15
Fiscal Quarter Ended 03/31/2007	0.10	0.095	0.10
Fiscal Quarter Ended 12/31/2006	0.06	0.06	0.06
Fiscal Quarter Ended 09/30/2006	0.05	0.05	0.05
Fiscal Quarter Ended 06/30/2006	0.075	0.075	0.075
Fiscal Quarter Ended 03/31/2006	0.085	0.08	0.085

9.A.5. Common Share Description

Registrar/Common Shares Outstanding/Shareholders

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value due to changes in the British Columbia Company Act which permitted this action.

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There are no Indentures or Agreements limiting the payment of dividends and there are no conversion rights, special liquidation rights, pre-emptive rights or subscription rights.

Computershare Trust Company of Canada (located at 2^nd Floor, 510 Burrard Street, Vancouver, British Columbia Canada V5K 1A1) is the registrar and transfer agent for the common shares.

Stock Options

Refer to ITEM 6.E., Table No. 9 (Aggregate Option Exercises) and Table No. 11 (Stock Options Outstanding) for additional information regarding the Company’s stock options.

Table No. 13 lists, as of June 30, 2008, share purchase warrants (options to purchase common shares) outstanding, the date the share purchase warrants were issued, the exercise price, and the expiration date of the share purchase warrants. These warrants were issued in conjunction with private placements of the Company’s securities and all holders of the Company’s warrants are resident in Canada.

Table No. 13

Share Purchase Warrants Outstanding

____________________________________________________________________________________


Effective Date of Issuance	Number of Share Purchase Warrants Originally Issued	Number of Share Purchase Warrants Still Outstanding	Exercise Price	Expiration Date of Share Purchase Warrants
June 7, 2007	8,000,000⁽¹⁾	3,205,000	$0.30	Until June 7, 2009
August 13, 2007	2,000,000⁽²⁾	742,500	$0.24 $0.36	Until August 13, 2008 Until August 13, 2009
November 22, 2007	3,500,000⁽³⁾	2,730,000	$0.30 $0.45	Until November 22, 2008 Until November 22, 2009

(1)

Issued pursuant to a private placement which closed in June 7, 2007. Exercisable at a price of $0.30 until June 7, 2009.

(2)

Issued pursuant to a private placement which closed in August 13, 2007. Exercisable period of the warrants to August 13, 2008 at the exercise price of $0.24 per share and, thereafter at a price of $0.36 until August 13, 2009.

(3)

Issued pursuant to a private placement which closed in November 22, 2007. Exercisable at a price of $0.30 per share until November 22, 2008 and, thereafter at a price of $0.45 until November 22, 2009.

______________________________________________________________________________

9.A.6. Differing Rights

---No Disclosure Necessary---

9.A.7.a. Subscription Warrants/Right

---No Disclosure Necessary---

9.A.7.b. Convertible Securities/Warrants

---No Disclosure Necessary---

9.C. Stock Exchanges Identified

The common shares trade on the TSX Venture Exchange headquartered in Toronto, Ontario.

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Refer to ITEM #9.A.4 for trading information and history. At this time, the Company is not seeking a listing on any other stock exchange except that a listing on a US exchange will be sought once this filing is completed and the Company is accepted for trading on a US exchange.

ITEM 10. ADDITIONAL INFORMATION

10.A. Share Capital

10.A.1. Authorized/Issued Capital.

At June 30, 2008, there were 49,511,799 common shares issued and outstanding.

At June 30, 2007, there were 32,192,404 common shares issued and outstanding.

At June 30, 2006, there were 20,800,404 common shares issued and outstanding.

As of June 30, 2005, there were 100,000,000 common shares authorized. At June 30, 2005 there were 15,784,404 common shares issued.

As of June 30, 2004, there were 100,000,000 common shares authorized. At June 30, 2004 there were 12,784,404 common shares issued.

As of June 30, 2003, there were 100,000,000 common shares authorized. At June 30, 2003 there were 2,451,475 common shares issued.

As of June 30, 2002, there were 100,000,000 common shares authorized. At June 30, 2002 there were 2,376,475 common shares issued.

As of June 30, 2001, there were 100,000,000 common shares authorized. At June 30, 2001 there were 1,176,475 common shares issued.

During the last five years, less than 1% of the capital has been “paid for” with assets other than cash.

10.A.2. Shares Not Representing Capital.

---No Disclosure Necessary---

10.A.3. Shares Held By Company.

---No Disclosure Necessary---

10.A.4. Stock Options/Share Purchase Warrants

10.A.5. Stock Options/Share Purchase Warrants

---Refer to Table No. 11 and Table No. 13.--- Check tables for correct reference

10.A.6. History of Share Capital

The Company has financed its operations through funds raised in public and private placements of common shares and warrants:

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Fiscal Year	Nature of Share Issuance	Number of Shares	Amount ($)
Fiscal 2001	Private Placement @ $0.085	1,176,475	$100,000.38

Fiscal 2002	Canadian Prospectus Offering (IPO) @$0.17	1,200,000	$204,000.00
Fiscal 2003	Broker’s Warrant Shares on Canadian Prospectus Offering (IPO) @ $0.17	150,000	$25,500.00

Fiscal 2004	Private Placement @ $0.15	346,666	$52,000.00
	Private Placement @ $0.20	6,200,000	$1,240,000.00

Fiscal 2005	Private Placement @ $0.10	3,000,000	$300,000.00


Fiscal Year	Nature of Share Issuance	Number of Shares	Amount ($)
Fiscal 2006	Private Placement @$0.05 Private Placement @$0.05	3,916,000 1,100,000	$195,800 $55,000

Fiscal 2007	Private Placement @$0.05 Private Placement @$0.10	1,430,000 8,000,000	$71,500 $800,000

Fiscal 2008	Private placement @ $0.12	2,000,000	$240,000
	Private placement @ $0.15	3,500,000	$525,000

(1)

At June 30, 2008, there were no common shares held in escrow, During the 2007 year, 733,163 common shares were released from escrow (2006: 1,466,324; 2005: 1,466,318)

10.A.7. Resolutions/Authorizations/Approvals

---No Disclosure Necessary---

10.B. Memorandum and Articles of Association

The Company’s corporate constituting documents comprising the Notice of Articles and Articles are registered with the British Columbia Registrar of Companies under Incorporation No. BC0607937. A copy of the Articles was filed as an Exhibit 1 with the Company’s initial registration statement on Form 20-F.

The following is a summary of certain provisions of the Company's Notice of Articles and Articles and certain provisions of the British Columbia Business Corporations Act (the “BCA”), applicable to the Company:

Objects and Purposes

The Articles do not specify objects or purposes. Under both the BCA, a British Columbia corporation generally has all the legal powers of a natural person. British Columbia corporations may not undertake certain limited business activities such as operating as a trust company or railroad without alterations to its form of articles and specific government consent.

Share Capital

The authorized capital of the Company consists of an unlimited number of common shares without par value. All of the common shares must be fully paid and are not subject to any future call or assessment. All of the common shares of the Company rank equally as to voting rights, participation in a distribution of the assets of

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the Company on a liquidation, dissolution or winding-up of the Company and the entitlement to dividends. The holders of the common shares are entitled to receive notice of all shareholder meetings and to attend and vote at such meetings. Shareholders are not entitled to cumulative voting. Each common share carries with it the right

to one vote. The common shares do not have preemptive or conversion rights. In addition, there are no sinking fund or redemption provisions applicable to the common shares or any provisions discriminating against any existing or prospective holders of such securities as a result of a shareholder owning a substantial number of shares.

Share Certificates

Under the Articles, a shareholder is entitled to a share certificate representing the number of shares of the Company held or a written acknowledgement of the shareholder’s right to obtain such a share certificate.

No Limitation on Foreign Ownership

There are no limitations under the Company’s Articles or in the BCA on the right of persons who are not citizens of Canada to hold or vote common shares.

Dividends

Dividends may be declared by the Board out of available assets and are paid rateably to holders of common shares. No dividend may be paid if the Company is, or would thereby become, insolvent.

Voting Rights

Each of the Company’s common share is entitled to one vote on matters to which common shares ordinarily vote including the annual election of directors, appointment of auditors and approval of corporate changes. There are no cumulative voting rights applicable to the Company.

Borrowing Powers

The Company, if authorized by the directors, may: (a) borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate; (b) issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate; (c) guarantee the repayment of money by any other person or the performance of any obligation of any other person; and (d)mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

Indemnity Provisions

Under the Articles and the BCA, the Company is now permitted (and is, in some circumstances, required) to indemnify a past or present director or officer of the Company or an associated corporation without obtaining prior court approval in respect of an “eligible proceeding”. An “eligible proceeding” includes any legal proceeding relating to the activities of the individual as a director or officer of the Company. However, under the BCA, the Company will be prohibited from paying an indemnity if: (a) the party did not act honestly and in good faith with a view to the best interests of the Company; (b) the proceeding was not a civil proceeding and the party did not have reasonable grounds for believing that his or her conduct was lawful; and (c) the proceeding is brought against the party by the Company or an associated corporation.

Directors – Number and Qualification

The Company’s Articles do not specify a maximum number of directors. The minimum under British Columbia law for a public company is three. The number of directors shall be the number of directors fixed by the directors annually or the number that are actually elected at a general shareholders meeting under the

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Existing Articles. The number of directors is determined, annually, by shareholders at the annual shareholders meeting and all directors are elected at that time. Under the Articles the directors are entitled between successive annual general meetings to appoint one or more additional directors but not more than one-third of the number of directors fixed at a shareholders or actually elected at the preceding annual shareholders’ meeting. Directors automatically retire at the commencement of each annual meeting but may be re-elected thereat.

Directors must be of the age of majority (18), and meet eligibility criteria including being mentally competent, not an un-discharged bankrupt, no fraud related convictions in the previous five years. There are residency requirements and there is no mandatory retirement age either under the Articles or under the BCA. Directors need not own any shares of the Company in order to qualify as directors.

Directors - Powers and Limitations

Directors must manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers which are not required to be exercised by the shareholders as governed by the BCA. Directors may, by resolution, create and appoint an executive committee consisting of the director or directors that they deem appropriate. This executive committee has, during the intervals between meetings of the Board, all of the directors’ powers, except the power to fill vacancies in the Board, the power to remove a Director, the power to change the membership of, or fill vacancies in, any committee of the Board and any such other powers as may be set out in the resolution or any subsequent directors’ resolution. Directors may also by resolution appoint one or more committees other than the executive committee. These committees may be delegated any of the directors’ powers except the power to fill vacancies on the board of directors, the power to remove a director, the power to change the membership or fill vacancies on any committee of the directors, and the power to appoint or remove officers appointed by the directors.

Under the BCA, directors are obligated to abstain from voting on matters in which they may be financially interested after disclosing in writing such interest. Directors’ compensation is not a matter on which they must abstain. Directors’ borrowing powers are not generally restricted where the borrowing is in the Company’s best interests, but the directors may not authorize the Company to provide financial assistance for any reason where the Company is insolvent or the providing of the guarantee would render it insolvent.

Amendment of Articles and Notice of Articles; Special Transactions

The Articles provide that the general authority required to amend all provisions of the Company’s Articles and the Notice of Articles relating to the authorized share structure is a resolution of the directors and the attachment of special rights and restrictions thereto, including any changes therein, an ordinary resolution. If the amendment prejudices or interferes with the rights or special rights attached to any class of issued shares, by the provisions of the BCA, the consent of the holders of that class of shares by a special separate resolution is also required.

Certain corporate changes or proposed transactions including amalgamation with another company, sale of substantially all of the Company’s assets, re-domiciling out of the jurisdiction of British Columbia, creation of new classes of shares not only require the consent of the holders of common shares by a special separate resolution but generally also give rise to a dissent right which is the right to be paid the fair value of the stockholder’s shares in cash if the required special resolution is actually passed and the Company elects to proceed with the matter notwithstanding receipt of dissent notices. A notice of a shareholders meeting at which such a change or proposed transaction is intended to be considered must include a prominent notice of the dissent right. Dissent provisions are governed by the BCA and not by the Articles of the Company.

Under the Articles, a special separate resolution requires a majority of three-quarters of the votes cast.

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Shareholders’ Meetings

In addition to reflecting the present notice and other provisions of the BCA relating to shareholders’ meetings, the Articles provide that shareholders’ meetings may be held at such place as is determined by the directors. Shareholders meetings are governed by the Articles of the Company but many important protections and procedures are contained within the BCA and the Securities Act (British Columbia) and the Securities Act (Alberta) and the respective regulations and rules thereto and the policy statements, notices and blanket orders of the respective commissions of each of British Columbia and Alberta, together with the national policy statements, and national instruments applied by the such commissions (collectively, “Applicable Canadian Securities Law”). The Articles provide that the Company will hold an annual shareholders’ meeting, will provide at least 21 days’ notice and will provide for certain procedural matters and rules of order with respect to conduct of the meeting. The BCA and Applicable Canadian Securities Law superimpose requirements that generally provide that shareholders meetings require not less than a 60 day notice period from initial public notice and that the Company makes a thorough advanced search of intermediary and brokerage registered shareholdings to facilitate communication with beneficial shareholders so that meeting proxy and information materials can be sent via the brokerages to unregistered but beneficial shareholders. The form and content of information circulars and proxies and like matters are governed by Applicable Canadian Securities Law and includes the specifies relating to disclosure requirements for the proxy materials and various corporate actions, background information on the nominees for election for director, executive compensation paid in the previous year and full details of any unusual matters or related party transactions. The Company must hold an annual shareholders meeting open to all shareholders for personal attendance or by proxy at each shareholder’s determination. The meeting must be held within 13 months of the previous annual shareholders meeting and must present audited statements which are dated no more than six months prior to such meeting.

Change in Control

The Company has not implemented any shareholders’ rights or other “poison pill” protection against possible take-overs. The Company does not have any agreements which are triggered by a take-over or other change of control. There are no provisions in its articles triggered by or affected by a change in outstanding shares which gives rise to a change in control. There are no provisions in the Company’s material agreements giving special rights to any person on a change in control.

Insider Share Ownership Reporting

The Articles of the Company do not require disclosure of share ownership. Share ownership of director nominees must be reported annually in proxy materials sent to the Company’s shareholders. There are no requirements under the BCA to report ownership of shares of the Company but Applicable Canadian Securities Law requires disclosure of trading by insiders (generally officers, directors and holders of 10% of voting shares) within 10 days of the trade. Controlling shareholders (generally those in excess of 20% of outstanding shares) must provide seven days advance notice of share sales.

Applicable Canadian Securities Law

Applicable Canadian Securities Law governs matters typically pertaining to public companies such as continuous quarterly financial reporting, immediate disclosure of material changes, insider trade reporting, take-over protections to ensure fair and equal treatment of all shareholders, exemption and resale rules pertaining to non-prospectus securities issuances as well as civil liability for certain misrepresentations, disciplinary, appeal and discretionary ruling matters. All of the Company’s shareholders regardless of residence have equal rights under this legislation except as provided for in the Voting Agreement (Exhibit 3.a.).

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10.C. Material Contracts

Linns (Exhibit 4.f.)

The Company assigned a five year licensing and distribution agreement with Linns Corporation Sdn Bhd (“Linns”) (see Exhibit 4.f.) with an effective date of August 1, 2004. “The Territory” is defined as Brunei, Cambodia, Indonesia, Japan, Laos, Malaysia, Myanmar, Philippines, Singapore, South Korea, Taiwan, Thailand and Vietnam, subject to Linns submitting the required applications required for regulatory approval of T³6^®Disinfectant in each part of the Territory. As of June 30, 2008, no registrations or sales have occurred through Linns and the Company considers the agreement to be inactive. The Company is no longer pursuing any registrations either directly or through agents, except in China through He-Yi, as noted below and in Exhibit 4.g.

Esthetics Plus (Exhibit 4.h.)

The material terms of the Agreement between the Company and Esthetics Plus (“EP”), dated February 1st, 2005, are as follows. The Company appointed EP as its exclusive distributor to the beauty industry throughout all the provinces and territories within Canada except for the province of British Columbia, in which the distributorship is non-exclusive (“the Territory”). The initial term is three years. Thereafter, the Agreement is automatically renewed on each anniversary date for another year unless either party provides the other with written notice, not later than one hundred twenty (120) days prior to the expiration of the term still in effect, of its desire to end the Agreement upon the expiration of the term. In the event that the Company chooses to terminate the Agreement at any time, other than for cause, the Company will repurchase, within thirty days, all unsold Products in EP’s inventory sold to EP by the Company in the previous six months period at EP’S original cost from the Company, plus 10% of the value of the last 6 months product purchased to compensate EP for efforts promoting the Company Products in the Territory, financing costs and inventory warehousing. The agreement is still in effect and in good standing.

EP shall use its best efforts to promote the sale of the products, refrain from the sale or distribution of any competing products, stay within the Territory, unless agreed to by the Company in writing; actively prospect the Territory, undertake marketing activities such as exhibitions, conventions, advertising, training and teaching, supply the Company with all market information, comply with all legal requirements relating to the storage, promotion and sale of the products, refrain from using the Company’s name or trademarks except as needed to identify EP as a distributor of the Company and respect the confidential nature of the Company’s intellectual property and technical information.

The Company shall promptly deliver products to EP, refrain from selling any products to the beauty industry in the Territory, refer to EP all leads, prospects, and potential purchasers in the beauty industry, provide EP with reasonable quantities of marketing materials, provide training in the use and application of the Company’s products, provide suitably qualified representatives to assist in the marketing of the products and warranty the products that are purchased by EP.

The Company and EP indemnify each other against harm caused to either one by the actions of the other.

All product shipments are made FOB from the Company’s or EP’s shipper and title passes to EP upon the Company’s or EP’s carrier taking delivery of the product from the shipper. The Company may prepay all costs of transportation and insurance and EP reimburses the Company for such expenses.

Starting on February 1, 2007, EP has agreed to minimum sales levels of 144 cases of products per quarter in Year 1, 180 cases per quarter in Year 2 and 216 cases per quarter in Year 3. Details on the amount of products per case are disclosed in Exhibit 4.h.

The payment terms for products delivered to EP by the Company are net cash in Canadian currency within 35 days with interest at a rate of 2% per month charged on late payments.

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The exclusivity of the Agreement may be terminated EP fails to pay the Company according to the terms of the agreement and fails to correct the default within 30 days of receiving written notice from the Company that the exclusivity will be terminated or if EP fails to meet the minimum sales obligations.

The Company may terminate the exclusivity of this agreement if EP fails to pay for orders from the Company according to the terms of this agreement, upon giving EP at least 30 days written notice of the failure and its intention to terminate the exclusivity. If EP cures the failure within thirty (30) days after receiving such notice, then EP's exclusivity shall not terminate. In the event EP's exclusivity terminates in accordance with the provisions above and as long as EP is not in default of any other provision of this Agreement, then this Agreement shall continue in full effect except that EP's rights shall not be exclusive within the Territory. The Company may terminate the exclusivity of this agreement if EP fails to meet the minimum sales goals, upon giving EP at least 30 days written notice of failure and its intention to terminate exclusivity. IF EP cures the failure within 30 days after receiving such notice, then EP’s exclusivity shall not terminate.

This Agreement may be terminated by either party if the other is in default in the performance of any material obligation under the Agreement and fails to cures any such default within 30 days after receiving notice of the default or immediately upon either party’s cessation of business, dissolution, insolvency, bankruptcy, general assignment for the benefit of creditors, or filing of any petition in bankruptcy or for relief under the provisions of applicable bankruptcy laws.

Phigenics (Exhibit 4.a.):

On August 9, 2005 the Company signed an agreement appointing Phigenics, LLC to manage the registration of its products with the EPA Registration and assist with U.S. sales. Dr. William F. McCoy, Director is the Chief Technical Officer of Phigenics LLC.

Under the terms of the agreement, Phigenics LLC will provide a contribution in kind of up to $33,000 at a mutually agreeable per diem rate.

The Company will: provide up to $32,000 (US) for registration fees and pay royalties to Phigenics LLC ranging from 7% in the first year to 1% in the 6^th and 7^th years and a finder’s fee of 5% of sales to new clients for the first year after the first sale and 3% for the next year. Neither the term nor the termination provisions of the agreement are defined.

Norwood: (Exhibits 4.b. and 4.l)

On October 4, 2005 the Company signed a manufacturing agreement with Norwood Packaging Ltd. of Surrey British Columbia, Canada to manufacture its T³6^® Disinfectant antibacterial product (Exhibit 4.b). On June 18, 2008, both the Company and Norwood agreed to waive the 90 day notice period required in the agreement and to terminate the agreement. (Exhibit 4.l) For future orders, ALDA will provide Norwood with purchase orders and pay Norwood according to the standard payment terms that Norwood provides to its other customers. The Company has also started to use other manufacturers.

He-Yi (Exhibit 4.g.)

On May 25, 2007, the Agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”), which allowed manufacturing and marketing in Fujian province in China (Exhibit 4.c.), was transferred to He-Yi She Ye Limited (“He-Yi”) and expanded to cover marketing in all of China (Exhibit 4.g.).

The agreement with He-Yi provides that:

the Company will:

provide He-Yi with all information that ALDA has at its disposal to assist with the registration of the Company’s products in China,

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provide He-Yi with the specifications required for He-Yi to provide a manufacturing facility.

He-Yi will:

procure all necessary government approvals for the Company’s products,

provide quarterly reports on the progress of the approvals to the Company with extensions to be granted by the Company if He-Yi is employing its best efforts to achieve registrations

provide a manufacturing facility according to the specifications provided by the Company

distribute the Company’s products in China, subject to the Company’s approval of each distributorship and

sell its products to the Company as requested by the Company and

ship products to customers of the Company located in other countries.

The Agreement is effective until April 18, 2011 (“the Initial Term”). Upon expiration of the Initial Term, the Agreement may be renewed periods of time equal to the renewal times for the Certificate of Approval provided that the Company and He-Yi have each met all of their obligations.

Six months after production starts and for period of three years, the Company and He-Yi will establish minimum sales levels and, thereafter, after each new distributorship is established.

He-Yi will pay the Company royalties based on the gross revenues received by He-Yi for all of the Company’s products sold in China equal to 5% during Years 1 and 2, 8% during Year 3 and 6% after the sales achieved in Year 2 are doubled and 10% for sales outside of China.

10.D. Exchange Controls

Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Company’s securities, except as discussed in ITEM 10, ”Taxation" below.

Restrictions on Share Ownership by Non-Canadians: There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of "control" of the Company by a "non-Canadian". The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. "Non-Canadian" generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians. If a “non-Canadian” (for example, a US resident acquirer) were to acquire such a control position, they would not be required to do any filings or provide any notices to the Ministry of Industry (Canada) unless notified first by that Ministry that their acquisition of control was under review.

Canada has, as does the United States, competition laws designed to promote competition in industry and markets. The Competition Act (Canada) provides Canada’s federal government with the power to review or prevent business transactions, such as acquiring a controlling interest in a company similar to the Company , if it is found that the acquisition of control would reduce competition in a given market or industry. Since the market that the Company competes in is extremely competitive, no single company, including the Company, seems to have significant market power. Acquisition of the Company, therefore, would not lead to reduced competition.

10.E. Taxation

Canadian Federal Income Tax Considerations:

The following is a brief summary of some of the principal Canadian federal income tax consequences to a holder of common shares of the Company (a "U.S. Holder") who deals at arm's length with the Company, holds the shares as capital property and who, for the purposes of the Income Tax Act (Canada) (the "Act") and the

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Canada – United States Income Tax Convention (the "Treaty"), is at all relevant times resident in the United States, is not and is not deemed to be resident in Canada and does not use or hold and is not deemed to use or hold the shares in carrying on a business in Canada. Special rules, which are not discussed below, may apply to a U.S. Holder that is an insurer that carries on business in Canada and elsewhere.

Under the Act and the Treaty, a U.S. Holder of common shares will generally be subject to a 5% withholding tax on dividends paid or credited or deemed by the Act to have been paid or credited on such shares. The withholding tax rate is 5% where the U.S. Holder is a corporation that beneficially owns at least 10% of the voting shares of the Company and the dividends may be exempt from such withholding in the case of some U.S. Holders such as qualifying pension funds and charities.

In general, a U.S. Holder will not be subject to Canadian income tax on capital gains arising on the disposition of shares of the Company unless (i) at any time in the five-year period immediately preceding the disposition, 25% or more of the shares of any class or series of the capital stock of the Company was owned by (or was under option of or subject to an interest of) the U.S. holder or persons with whom the U.S. holder did not deal at arm's length, and (ii) the value of the common shares of the Company at the time of the disposition derives principally from real property (as defined in the Treaty) situated in Canada. For this purpose, the Treaty defines real property situated in Canada to include rights to explore for or exploit mineral deposits and other natural resources situated in Canada, rights to amounts computed by reference to the amount or value of production from such resources, certain other rights in respect of natural resources situated in Canada and shares of a corporation the value of whose shares is derived principally from real property situated in Canada.

The US Internal Revenue Code provides special anti-deferral rules regarding certain distributions received by US persons with respect to, and sales and other dispositions (including pledges) of stock of, a passive foreign investment company. A foreign corporation, such as the Company, will be treated as a passive foreign investment company if 75% or more of its gross income is passive income for a taxable year or if the average percentage of its assets (by value) that produce, or are held for the production of, passive income is at least 50% for a taxable year. The Company believes that it was not a passive foreign investment company for the taxable year ended December 31, 2008 and, furthermore, expects to conduct its affairs in such a manner so that it will not meet the criteria to be considered passive foreign investment company in the foreseeable future.

Dividends:

A Holder will be subject to Canadian withholding tax ("Part XIII Tax") equal to 25%, or such lower rate as may be available under an applicable tax treaty, of the gross amount of any dividend paid or deemed to be paid on common shares. Under the Canada-U.S. Income Tax Convention (1980) as amended by the Protocols signed on 6/14/1983, 3/28/1984, 3/17/1995, and 7/29/1997 (the "Treaty"), the rate of Part XIII Tax applicable to a dividend on common shares paid to a Holder who is a resident of the United States and who is the beneficial owner of the dividend, is 5%. If the Holder is a company that owns at least 10% of the voting stock of the Company paying the dividend, and, in all other cases, the tax rate is 15% of the gross amount of the dividend. The Company will be required to withhold the applicable amount of Part XIII Tax from each dividend so paid and remit the withheld amount directly to the Receiver General for Canada for the account of the Holder.

Disposition of Common Shares:

A Holder who disposes of a common share, including by deemed disposition on death, will not normally be subject to Canadian tax on any capital gain (or capital loss) thereby realized unless the common share constituted "taxable Canadian property" as defined by the Tax Act. Generally, a common share of a public corporation will not constitute taxable Canadian property of a Holder if the share is listed on a prescribed stock exchange unless the Holder or persons with whom the Holder did not deal at arm's length alone or together held or held options to acquire, at any time within the five years preceding the disposition, 25% or more of the shares

of any class of the capital stock of the Company. The Canadian Venture Exchange is a prescribed stock exchange under the Tax Act. A Holder who is a resident of the United States and realizes a capital gain on a disposition of a common share that was taxable Canadian property will nevertheless, by virtue of the Treaty, generally be exempt from Canadian tax thereon unless:

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(a)

More than 50% of the value of the common shares is derived from, or from an interest in, Canadian real estate, including Canadian mineral resource properties,

(b)

The common share formed part of the business property of a permanent establishment that the Holder has or had in Canada within the 12 month period preceding the disposition, or

(c)

The Holder is an individual who (i) was a resident of Canada at any time during the 10 years immediately preceding the disposition, and for a total of 120 months during any period of 20 consecutive years, preceding the disposition, and (ii) owned the common share when he ceased to be resident in Canada.

A Holder who is subject to Canadian tax in respect of a capital gain realized on a disposition of a common share must include three quarters of the capital gain (taxable capital gain) in computing the Holder's taxable income earned in Canada. The Holder may, subject to certain limitations, deduct three-quarters of any capital loss (allowable capital loss) arising on a disposition of taxable Canadian property from taxable capital gains realized in the year of disposition in respect to taxable Canadian property and, to the extent not so deductible, from such taxable capital gains realized in any of the three preceding years or any subsequent year.

United States Taxation:

For federal income tax purposes, an individual who is a citizen or resident of the United States or a domestic corporation ("U.S. Taxpayer") will recognize a gain or loss on the sale of the Company's common shares equal to the difference between the proceeds from such sale and the adjusted tax basis of the common shares. The gain or loss will be a capital gain or capital loss if the Company's common shares are a capital asset in U.S. Taxpayer's hands.

For federal income tax purposes, a U.S. Taxpayer will be required to include in gross income dividends received on the Company's common shares. A U.S. Taxpayer who pays Canadian tax on a dividend on common shares will be entitled, subject to certain limitations, to a credit (or alternatively, a deduction) against federal income tax liability. A domestic corporation that owns at least 10% of the voting shares should consult its tax advisor as to applicability of the deemed paid foreign tax credit with respect to dividends paid on the Company's common shares.

Under a number of circumstances, United States Investor acquiring shares of the Company may be required to file an information return with the Internal Revenue Service Center where they are required to file their tax returns with a duplicate copy to the Internal Revenue Service Center, Philadelphia, PA 19255. In particular, any United States Investor who becomes the owner, directly or indirectly, of 10% or more of the shares of the Company will be required to file such a return. Other filing requirements may apply, and United States Investors should consult their own tax advisors concerning these requirements.

10.F. Dividends and Paying Agents

The Company has not declared any dividends on its common shares for the last five years and does not anticipate that it will do so in the foreseeable future. The present policy of the Company is to retain future earnings for use in its operations and the expansion of its business.

Notwithstanding the aforementioned: the Company is unaware of any dividend restrictions; has no specific procedure for the setting of the date of dividend entitlement; but might expect to set a record date for stock

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ownership to determine entitlement; has no specific procedures for non-resident holders to claim dividends, but might expect to mail their dividends in the same manner as resident holders. The Company has not nominated any financial institutions to be the potential paying agents for dividends in the United States.

10.G. Statement by Experts

The Company’s auditor for its financial statements for fiscal year ended 2008 was HLB Cinnamon Jang Willoughby, Chartered Accountants. Their audit report for Fiscal 2007/2008 is included with the related financial statements in this Annual Report with their consent attached hereto as an exhibit. Berris Mangan, Chartered Accountants (formerly BME & Partners, Chartered Accountants) was the auditor for Fiscal 2005/2006. Their audit report for Fiscal 2005/2006 is included below.

10.H. Document on Display

--- No Disclosure Necessary ---

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

--- No Disclosure Necessary ---

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

12.A. Debt Securities

--- No Disclosure Necessary ---

12.B. Warrants and Rights

--- No Disclosure Necessary ---

12.C. Other Securities

--- No Disclosure Necessary ---

12.D. American Depository Shares

-- No Disclosure Necessary ---

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

--- No Disclosure Necessary ---

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

--- No Disclosure Necessary ---

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ITEM 15. CONTROLS AND PROCEDURES

The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s President, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” (as defined in the Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based upon that evaluation, the President concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in the Company’s periodic SEC filings, and that information is recorded, processed, summarized and reported as and when required.

There was no significant change in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal year ended June 30, 2008 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Nor were there any significant deficiencies or material weaknesses in the Company's internal controls requiring corrective actions.

ITEM 16. RESERVED

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTS

Linda Allison, Eugene Hodgson and Peter Chen are members of the Company’s Audit Committee. Linda Allison and Eugene Hodgson are considered “independent” and “financially literate”, as those terms are defined in applicable securities legislation.

Dr. Allison received a BSc (Honours) from Simon Fraser University, Vancouver, BC, Canada in 1969, a MSc from the University of London, UK and a Diploma of Imperial College (DIC) from the Imperial College of Science and Technology, London, UK in 1972. She received her PhD from Simon Fraser University in 1978 based on research in the areas of neurophysiology, molecular biology and biophysics. From 1980 to 1995, she was President of Groberman Computer Engineering Ltd., a computer technology company developing custom systems for scientific and industrial applications. In 1985, she founded Snowdon & Associates Management Consultants Ltd., a management consulting company that provides professional services to medical device, biotechnology, pharmaceutical, and high technology companies. From 1992 to 1998, Dr. Allison worked in the corporate finance departments of two investment banking and brokerage firms, during which time she assisted the financing of biomedical and high technology companies in both North America and Europe. From 1998 to 2001, she was President & CEO of Ondine Biopharma Corp., a biomedical company developing photo-activated drugs. From 2000 to 2001, she was the President & CEO of Genesis Bioventures Inc., a biomedical holding company that invested in companies developing novel diagnostics and therapeutics in the areas of cancer and neurological disorders. From 2003 to 2005, she served as President & CEO and a Director of MDX Medical Inc., a biomedical company developing medical imaging technologies for the improved diagnosis and treatment of cancer. From 2006 to present, she has been on the ForeFront Committee of the Alberta Heritage Foundation for Medical Research.

Eugene Hodgson received a Bachelor of Arts degree from the University of Calgary in 1978. He was Director of Corporate Development for Intrawest Corporation from 1990 till 1996 and has been the President of E.A. Hodgson & Associates, a private management consulting firm, since 1996. He currently serves as a Vice President Western Region of Corpfinance International Limited., a firm that provides specialized term financing to mid-sized and large companies and is a Director of Timmins Gold Corp., and Grandfield Pacific Inc. all publicly-traded companies. Mr. Hodgson was previously a CFO and Director of Sea Breeze Power Inc. He is a co-founder of the "Families for School Seismic Safety" in B.C. and a past Director of the Independent Power Producers of B.C. He is a former Director of the Vancouver Board of Trade and current Area Commissioner of the Pacific Spirit Area for the Boy Scouts of Canada.

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Peter Chen is considered to be an audit committee financial expert. Mr. Chen obtained a Diploma in Accounting from Douglas College in 1993. On graduation, he became a self-employed financial consultant. From November 2000 to October 2003, Mr. Chen was the Chief Financial Officer of Prospect Point Exploration & Management Services Ltd., a private company that provides mineral exploration consulting services. He was the President of Canadian Mineral Exploration Managing Consultants Inc., a private company that provides mineral exploration services to publicly listed companies that have projects in Africa and South East Asia, from January 1997 to January 2000 and Chief Financial Officer from February 1994 to January 2000. Mr. Chen was a director of the Douglas College Foundation from 2004 to 2007. Mr. Chen is a founder of the Company, has been its CFO since it’s inception in May, 2000 and began working with the Company full time in that capacity in November, 2003

ITEM 16B. CODE OF ETHICS

The company has not adopted a formal code of ethics because, as a TSX Venture Exchange issuer, the Company is only required have an audit committee. The audit committee is composed of a majority of independent members as discussed above under the heading “Item 16.B. Audit Committee Financial Experts”.

In lieu of a code of ethics, the Company has adopted the following methodology with respect to corporate governance.

The management of ALDA is responsible for establishing and maintaining disclosure controls and procedures for information relating to the Company, including its consolidated subsidiaries. The Company’s management is also responsible for establishing and maintaining adequate internal control over financial reporting.

ALDA’s Board of Directors facilitates its exercise of independent supervision over management by ensuring that the Board is composed of a majority of independent directors. The Board, at present, is composed of six directors, all of which are considered to be independent except for Mr. Owen and Mr. Chen who are also senior officers. In determining whether a director is independent, the Board considers, for example, whether the director has a relationship, which could, or could be perceived to, interfere with the director's ability to objectively assess the performance of management.

The Board monitors the ethical conduct of ALDA and its management and ensures that it complies with applicable legal and regulatory requirements, such as those of relevant securities commissions and stock exchanges. The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, as well as the restrictions placed by applicable corporate legislation on the individual director’s participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

The Board is specifically responsible for approving long-term strategic plans and annual operating plans and budgets recommended by management. Board consideration and approval is also required for all material contracts, business transactions and all debt and equity financing proposals. The independent directors on the Board are also responsible for approving senior executive compensation and retirement plans.

The Board delegates to management, through the offices of President and Chief Executive Officer and Chief Financial Officer, responsibility for meeting defined corporate objectives, implementing approved strategic and operating plans, carrying on the Company’s business in the ordinary course, managing the Company’s cash flow, evaluating new business opportunities, recruiting staff and complying with applicable regulatory requirements. The Board also looks to management to furnish recommendations respecting corporate objectives, long-term strategic plans and annual operating plans.

Given the relatively static composition of the Board of Directors and the Company’s management over the last several years, the Board has not appointed a corporate governance committee and these functions are currently performed by the Board as a whole.

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ITEM 16C. PRINCIPAL ACCOUNTING FEES AND SERVICES

External Auditor Service Fees

The following table sets out the aggregate fees billed by HLB Cinnamon Jang Willoughby, Chartered Accountants in 2007 and 2008, and Berris Mangan, Chartered Accountants, our former external auditor, in 2006.

Year

Audit Fees

Audit Related Fees⁽¹⁾

Tax Fees⁽²⁾

All Other Fees⁽³⁾

2008 $25,000 (76%) $Nil (0%)

Nil (0%)

$8,010(24%)

2007

$25,000

(91%)

$2,480

(9%)

Nil (0%)

2006

$17,500

(68%)

$8,250

(32%)

Nil (0%)

⁽¹⁾ Related to assurance and related services that are reasonably related to the performance of the audit and review of the Company’s financial statements and not included in the amounts noted under Audit Fees.

⁽²⁾Related to fees billed by the Company’s external auditor for professional services rendered for tax compliance, tax advice and tax planning.

⁽³⁾ Related to other accounting services that is excluded from the Audit Fees.

Pre-Approval Policies and Procedures

The Audit Committee has adopted an Audit Committee Charter (“Exhibit 11”) governing the provision of audit and non-audit services by the external auditor. This charter requires the Audit Committee to:

recommend to the Board of Directors the external auditor to be nominated by the Board of Directors and the compensation of the external auditor (see 4.1.(a) and (b), Exhibit 11) and

to pre-approve all non-audit services provided by the external auditor (see 4.1.(n), Exhibit 11).

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

---Not applicable---

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE COMPANY/AFFILIATED PURCHASERS

---Not Applicable---

PART III

ITEM 17. FINANCIAL STATEMENTS

The financial statements as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The audit report of HLB Cinnamon Jang Willoughby, Charted Accountants, is included herein immediately preceding the audited financial statements.

Audited Financial Statements

-- see exhibits

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ITEM 18. FINANCIAL STATEMENTS

The Company has elected to provide financial statements pursuant to ITEM #17.

ITEM 19. EXHIBITS

The financial statements thereto as required under ITEM #17 are attached hereto and found immediately following the text of this Annual Report. The report of the Company’s independent auditors for the audited financial statements are included herein immediately preceding the audited financial statements.

(A) Financial information

(i)

Audited Consolidated Financial Statements for the fiscal years ending June 30, 2008, 2007 and 2006.

Auditor’s Report, dated October 21, 2008.

Consolidated Balance Sheets at June 30, 2008 and June 30, 2007.

Consolidated Statements of Operations and Deficit for the fiscal years ending June 30, 2008, 2007 and 2006.

Consolidated Statements of Cash Flows for the fiscal years ending June 30, 2008 2007 and 2006.

Notes to Consolidated Financial Statements.

Management Discussion and Analysis dated October 21, 2008

(ii) Audited Consolidated Financial Statements for the fiscal years ending June 30, 2006, 2005 and 2004.

Auditor’s Report, dated September 15, 2006.

Consolidated Balance Sheets at June 30, 2006 and June 30, 2005.

Consolidated Statements of Operations and Deficit for the fiscal years ending June 30, 2006, 2005 and 2004

Consolidated Statements of Cash Flows for the fiscal years ending June 30, 2006, 2005 and 2004.

Notes to Consolidated Financial Statements.

Management Discussion and Analysis dated October 27, 2006

(B) Index to Exhibits:

Certificate of Incorporation, Certificates of Name Change, Articles of Incorporation, previously filed with the 2005 Form 20F as Exhibit 1.

Instruments defining the rights of holders of the securities being registered

- See Exhibit Number 1.

Voting Trust Agreement- dated November 13, 2003 between API, Allan Shapiro and Michael Wilby and an amendment to the agreement dated November 1, 2004, previously filed as Exhibit 3 with the amended 2007 Form 20F filed on December 3, 2008.

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Material Contracts

Letter of Agreement with Phigenics LLC regarding US registration and distribution of the Company’s products dated July 21, 2005, previously filed with the 2005 Form 20F as Exhibit 4.a.;

Production Agreement with Norwood Packaging Ltd., previously filed with the 2005 Form 20F as Exhibit 4.b.;

Product licensing and distribution agreement dated October 26, 2004 with Fuzhou Xinmei Biotech Co. Ltd., previously filed with the 2005 Form 20F as Exhibit 4.c.;

Office Premises Lease Agreement, previously filed with the 2005 Form 20F as Exhibit 4.d.;

Stock Option Plan, previously filed with the 2005 Form 20F as Exhibit 4.e.;

Product licensing and distribution agreement dated August 1, 2004 with Linns Corporation Sdn Bhd of Malaysia, previously filed with the 2005 Form 20F as Exhibit 4.f.;

Product licensing and distribution agreement dated October 26, 2004 with He-Yi She Ye Limited, previously filed as Exhibit 4.g with the amended 2007 Form 20F filed on December 3, 2008;

Distribution agreement dated February 1, 2005 with Esthetics Plus, Inc, previously filed as Exhibit 4.h with the amended 2007 Form 20F filed on December 3, 2008 as amended and re-filed as Exhibit 4.h with the amended 2007 Form 20F filed on February 17, 2009;

Non-competition agreement dated November 13, 2003 with 513947 BC Ltd., Allan Shapiro and Michael Wilby previously filed as Exhibit 4.i with the amended 2007 Form 20F filed on December 3, 2008;

Directors’ Service contract with Terrance Owen and 503213 BC Ltd.;

Directors’ Service contract with Peter Chen and 612480 BC Ltd.;

Termination agreement with Norwood Packaging Ltd. ending production agreement (Exhibit 4.b.);

List of Foreign Patents

Calculation of earnings per share – N/A

Explanation of calculation of ratios – N/A

List of Subsidiaries – N/A (the Company has only one subsidiary, Sirona Therapeutics Corp.)

Statement pursuant to the instructions to Item 8.A.4, regarding the financial statements filed in registration statements for initial public offerings of securities – N/A

10.

Documents pertaining to the Change of Auditors - previously filed as Exhibit 10 with the amended 2007 Form 20F filed on February 17, 2009.

11.

Audit Committee Charter - previously filed as Exhibit 10 with the amended 2007 Form 20F filed on December 3, 2008.

99.1

Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002

99.2

Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes–Oxley Act of 2002

99.3

Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002

99.4

Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes–Oxley Act of 2002

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[alda200820ffinal001.jpg]

AUDITORS' REPORT

To the Shareholders of Alda Pharmaceuticals Corp:

We have audited the consolidated balance sheets of Alda Pharmaceuticals Corp. as at June 30, 2008 and 2007 and the consolidated statements of loss and deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in Canada and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at June 30, 2008 and 2007 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. Accounting principles generally accepted in Canada differ in certain significant respects from accounting principles generally accepted in the United States of America are discussed in Note 16 to these financial statements.

"Cinnamon Jang Willoughby & Company"

Chartered Accountants

Burnaby, BC, Canada

October 21, 2008

[alda200820ffinal002.jpg]

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ALDA PHARMACEUTICALS CORP.

CONSOLIDATED BALANCE SHEETS

AS AT JUNE 30


EXPRESSED IN CANADIAN DOLLARS		2008	2007

	ASSETS
Current Assets
Cash and Equivalents		$ 2,446,368	$ 356,127
Accounts Receivable		43,166	24,897
Subscriptions Receivable (Note 12(c))		-	293,600
Inventory		10,443	19,916
Prepaid Expenses and Others		28,191	7,458
		2,528,168	701,998
Furniture and Equipment (Note 4)		5,807	1,482
Patent Application and Development Costs (Note 5)		-	40,486
Intangible Assets (Note 6)		-	110,200
		$ 2,533,975	$ 854,166

	LIABILITIES
Current Liabilities
Accounts Payable and Accrued Liabilities		$ 57,921	$ 74,268

SHAREHOLDERS’ DEFICIT
Share Capital (Note 7(a))		5,524,289	2,658,868
Contributed Surplus – Warrants (Note 7(d))		447,532	553,627
Contributed Surplus – Options (Note 7(e))		1,045,759	171,194
Deficit		(4,541,526)	(2,603,791)
		2,476,054	779,898
		$ 2,533,975	$ 854,166

Commitments (Note 10) Subsequent events (Note 15)

*See accompanying notes to the consolidated financial statements

On Behalf of the Board of Directors

________________________________ Director

__________________________ Director

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ALDA PHARMACEUTICALS CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

FOR THE YEARS ENDED JUNE 30


EXPRESSED IN CANADIAN DOLLARS	2008	2007	2006
Sales	$ 249,042	$ 256,243	$ 223,586

Cost of Sales	( 157,234)	( 165,920)	( 142,379)

Gross Profit	91,808	90,323	81,207

General & Administration Expenses

Advertising and Promotion	21,603	12,766	12,169
Amortization – Furniture and Equipment	2,095	8,350	8,281
– Patent Application and Development Costs	4,791	2,131	-
– Intangible Assets	5,800	5,800	-
Conference	1,891	20	666
Consulting	1,004,660	308,600	183,218
Due Diligence	10,000	-	-
Dues and Filing Fees	44,626	24,570	22,834
Interest and Bank Charges	2,344	2,714	1,568
Investor Relations	124,065	65,039	52,808
Legal and Accounting	89,723	53,697	63,178
Office and Miscellaneous	35,797	24,008	25,450
Product Registration & Development	375,807	-	18,377
Rent	24,737	28,371	30,912
Travel	17,905	10,259	3,252
Wages and Benefits	302,439	116,633	75,903

Total General & Administration Expenses	2,068,283	662,958	498,616

Loss Before Other Items	( 1,976,475)	(572,635)	(417,409)
Net Gain on Legal Settlement (Note 8)	-	10,545	37,383

Loss from Operations	( 1,976,475)	(562,090)	(380,026)

Interest Income	38,740	-	1,725

Loss For The Year	( 1,937,735)	(562,090)	(378,301)

Deficit, Beginning of Year	(2,603,791)	( 2,041,701)	( 1,663,400)

Deficit, End of Year	$ (4,541,526)	$ ( 2,603,791)	$ ( 2,041,701)

Basic Loss Per Share	0.05	0.02	0.02
Diluted Loss Per Share	0.05	0.02	0.02
Weighted Average of Shares Outstanding	42,605,353	22,582,026	17,857,709

*See accompanying notes to the consolidated financial statements

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ALDA PHARMACEUTICALS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED JUNE 30


EXPRESSED IN CANADIAN DOLLARS	2008	2007	2006

Operating Activities:
Loss for the Year	$ (1,937,735)	$ ( 562,090)	$ ( 378,301)
Items Not Involving Cash
Amortization – Furniture and Equipment	2,095	8,350	8,281
– Patent Application and Development Costs	4,791	2,131	-
– Intangible Assets	5,800	5,800	-
Stock-Based Compensation	903,565	148,100	1,156
Impairment Loss – Patent Application and Development Costs	86,238	-	-
– Intangible Assets	104,400	-	-
	( 830,846)	( 397,709)	( 368,864)

Changes in Non-Cash Working Capital Items
Decrease/ (Increase) in Accounts Receivable	( 18,269)	4,159	3,049
Decrease/ (Increase) in Inventory	9,473	11,364	12,388
Decrease/ (Increase) in Prepaid Expenses and Others	( 20,733)	( 3,601)	9,132
(Decrease)/ Increase in Accounts Payable and Accrued Liabilities	( 16,347)	14,764	29,639
	( 876,722)	( 371,023)	(314,656)

Investing Activities:
Patent Application and Development Costs	( 50,543)	( 42,617)	-
Purchase of Furniture and Equipment	( 6,419)	( 1,633)	-
Repayment of Note Receivable	-	-	7,988
	( 56,962)	( 44,250)	7,988

Financing Activities:
Share Subscriptions Received	-	-	25,000
Net Proceeds on Issuance of Shares	1,038,725	546,720	238,485
Net Proceeds on Exercise of Warrants and Options	1,985,200	196,200	-
	3,023,925	742,920	263,485

Increase/ (Decrease) in Cash and Equivalents	2,090,241	327,647	( 43,183)

Cash and Equivalents, Beginning of Year	356,127	28,480	71,663

Cash and Equivalents, End of Year	$ 2,446,368	$ 356,127	$ 28,480

*See accompanying notes to the consolidated financial statements

Supplementary cash flow information (Note 13)

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

NATURE OF OPERATIONS

ALDA Pharmaceuticals Corp. (the “Company”) was incorporated under the Company Act of British Columbia on May 30, 2000 and was classified as a Capital Pool Company as defined by the policies of the TSX Venture Exchange (the “Exchange)”. The Company completed its required Qualifying Transaction on November 13, 2003, at which point it ceased to be a Capital Pool Company, and its shares resumed trading on the Exchange effective November 19, 2003.

The Company’s main business activity is the development, production and marketing of infection control agent products, principally a product marketed as T³6^® Disinfectant. Effective November 26, 2003, the name of the Company was changed from Duft Biotech Capital Ltd. to ALDA Pharmaceuticals Corp.

SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company prepares its financial statements in accordance with Canadian generally accepted accounting principles. These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Sirona Therapeutics Corp. (“Sirona”). The name of the subsidiary was changed on January 10, 2006 from ALDA Institute For Preventative Health Care Inc. Sirona is an inactive company, the shares of which were acquired pursuant to an asset purchase agreement. All significant inter-company balances and transactions have been eliminated on consolidation.

Cash and equivalents

Cash and equivalents include cash and highly liquid market instruments with original terms to maturity of less than ninety days at the time of acquisition.

Accounts receivable

Accounts receivable is presented net of allowance for doubtful accounts. The allowance for doubtful accounts reflects estimates of probable losses in accounts receivable. The allowance is determined based on balances outstanding for over 90 days from the invoice date, historical experience and other current information. The Company extends credit to customers and distributors; credit checks are required for all new distributors.

Inventory

Inventory is comprised of finished goods and related raw materials. Finished goods are reported at the lesser of cost and estimated net realizable value. Raw materials are reported at the lesser of cost and replacement cost. Inventory is determined using the first in, first out cost flow assumption.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Furniture and equipment

Furniture and equipment is recorded at cost and is amortized using the following annual rates:

Furniture and fixtures

20% Straight line

Computer equipment

30% Straight line

Computer software

30% Straight line

For the year of acquisition, the rate is one-half of the above.

Impairment of long-lived assets

The Company reviews for impairment of long-lived assets, including patent application and development costs, intangible assets, and furniture and equipment, on an annual basis or whenever circumstances indicate that the carrying amount of an asset may not be recoverable from expected future cash flows. The assessment of recoverability is made based on projected undiscounted future net cash flows that are directly associated with the asset’s use and eventual disposition. The amount of the impairment loss, if any, is measured as the amount by which the carrying amount of the asset exceeds its fair value, which is measured by discounted cash flows when quoted market prices are not available.

Patent application and development costs

Patent application and development costs include expenditures attributable to efforts by the Company to research and develop and bring to commercial production a new product, as well as to acquire legal protections for its proprietary products, such as trademarks and patents. Research costs are expensed in the period in which they are incurred. Development costs are charged as an expense in the period incurred except in circumstances where the market and technical feasibility of the product have been established, recovery of these costs can reasonably be regarded as assured, and future values can be realized, in which case such costs are capitalized. In the latter case, patent application and development costs are amortized on a systematic basis over the patent life of 20 years.

Intangible assets

The carrying values of intangible assets which are determined to have a finite useful life are amortized on a systematic basis over the useful life of 20 years. Intangible assets are subject to an impairment test on an annual basis, based on a comparison of the fair value of the intangible asset to its carrying value. The carrying value is adjusted for impairment as necessary and any excess of the carrying amount over the fair value of the intangible asset is charged to earnings in the period occurred.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Revenue recognition

The revenue of the Company is primarily derived from the sale of the Company’s T³6^® product. Revenue is recognized at the time of shipment, at which point risks and rewards over ownership and title of transfer have passed to the customer. At the point of sale, the Company assesses whether collection of the amount billed to the customer is reasonably assured. If collection of the amount is not reasonably assured, the Company defers recognizing revenue until such point as collection is reasonably assured, usually upon receipt of payment. If the customer is not known to the Company, payment in advance is required and the revenue is recognized when the products are shipped. Revenue is recognized net of any expected sales return. Under the Company’s current policy, return of products is not allowed unless inspection of a sample of the damaged products is required by the Company or the wrong products have been shipped by the Company.

Income taxes

Income taxes are recorded using the asset and liability method whereby future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carry forwards. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the year that substantive enactment or enactment occurs. To the extent that the Company does not consider it more likely than not that a future tax asset or portion thereof will be recovered, a valuation allowance is recorded.

Stock-based compensation

The Company applies the fair value method of accounting for stock options. Under this method, fair value of options granted is determined using the Black-Scholes option pricing model and is recorded as stock-based compensation expense over the award’s vesting period, with an offsetting amount recorded to contributed surplus. The amount is transferred from contributed surplus to share capital upon exercise of the option.

Share purchase warrants

The Company applies the fair value method of accounting for share purchase warrants. Under this method, proceeds received on issuance of units consisting of shares and warrants are allocated between contributed surplus and share capital based on their relative fair values, whereby the fair value of warrants is determined using the Black-Scholes option pricing model. The value of the warrants is transferred from contributed surplus to share capital upon exercise of the warrant.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basis and diluted loss per share

Loss per share is calculated based on the weighted average number of common shares outstanding during the reported period. Basic loss per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding in the year.

The Company uses the treasury stock method to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per share is recognized on the use of the proceeds that could be obtained upon exercise of options, warrants and similar instruments. It assumes that the proceeds would be used to purchase common shares at the average market price during the year.

Measurement uncertainty

The preparation of these consolidated financial statements in accordance with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amount of revenues and expenses during the period. Areas requiring significant management estimates include valuation of intangible assets, estimated useful life of intangible assets, estimate useful life of patent application and development costs, stock based compensation expense, and valuation of share purchase warrants. Actual results could differ from these estimates.

Foreign Exchange

Assets and liabilities in U.S. dollars have been converted into Canadian dollars using the rate of exchange prevailing at June 30, 2008. Revenue and expenses were translated at the rate of exchange prevailing when the transactions were settled.

ADOPTION OF NEW ACCOUNTING PRINCIPLES

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

ADOPTION OF NEW ACCOUNTING PRINCIPLES (CONTINUED)

Section 3251 – Equity – In addition to Section 1530 (Comprehensive Income), this section establishes standards for the presentation of equity and changes in equity during the reporting period.

Cash and equivalents

Held for trading

Accounts receivable

Loans and receivable

Prepaids expenses and others

Loans and receivable

Subscriptions receivable

Loans and receivable

Accounts payable and accrued liabilities

Other financial liabilities

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

ADOPTION OF NEW ACCOUNTING PRINCIPLES (CONTINUED)

It is management’s opinion that the Company is not exposed to significant interest, currency, credit, and liquidity risk arising from these financial instruments. The Company has transactions dominated in US dollars but exposure to currency risk is immaterial. The Company mitigates its exposure to credit risk by maintaining its primary operating accounts with chartered bank in Canada and constantly monitoring credit standing of counterparties. The Company manages its liquidity risk through the management of its capital as described in note 14. The Company does not use financial derivatives.

FURNITURE AND EQUIPMENT

Furniture and equipment consist of the following:


	Cost	Accumulated Amortization	2008 Net	2007 Net
Furniture and Fixtures	$ 7,683	$ 7,683	$ -	$ 1,133
Computer Equipment	30,535	24,728	5,807	349
	$ 38,218	$ 32,411	$ 5,807	$ 1,482

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

PATENT APPLICATION AND DEVELOPMENT COSTS


	Cost	Accumulated Amortization	2008 Net	2007 Net
Patents Application and Development Costs	$ 93,160	$ 6,922	$ 86,238	$ 40,486
Impairment Loss			(86,238)	-
Balance	$ 93,160	$ 6,922	$ -	$ 40,486

During the year ended June 30, 2008, the carrying value of the patent application and development costs was written down to nil, and an impairment loss of $86,238 (2007 - $nil) was charged against earnings and included with product registration and development costs.

INTANGIBLE ASSETS

Effective July 1, 2006, the Company changed its estimate of the useful life of the intangible assets from an infinite life to a finite life of 20 years. The impact of this change in estimate was to increase amortization by $5,800 annually subject to annual test on impairment. At June 30, 2008, the carrying value of the intangible assets was written down to nil, and an impairment loss of $104,400 (2007 - $nil) was charged against earnings and included with product registration and development costs.

Intangible assets consist of the following:


	Cost	Accumulated Amortization	2008 Net	2007 Net
Intangible Assets	$ 116,000	$ 11,600	$ 104,400	$ 110,200
Impairment Loss			(104,400)	-
Balance	$ 116,000	$ 11,600	$ -	$ 110,200

SHAREHOLDERS’ EQUITY

Share Capital

Authorized:

Unlimited common shares without par value

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SHAREHOLDERS’ EQUITY (CONTINUED)


	Number of Shares	Share Capital	Contributed Surplus Warrants	Contributed Surplus Options

Issued:
Balance, June 30, 2006	20,800,404	$ 1,969,562	$ 163,413	$ 41,094
Issued during the year:
For cash
Private placements (i)/(ii)	9,430,000	467,480	404,020
Exercise of warrants (iii)	1,062,000	120,006	(13,806)
Exercise of options (iii)	900,000	108,000		(18,000)
Share issuance costs		(6,180)
Stock-based compensation				148,100

Balance, June 30, 2007	32,192,404	$ 2,658,868	$ 553,627	$ 171,194
Issued during the year:
For cash
Private placements (iv)/(v)	5,500,000	485,945	279,052
Exercise of warrants (vi)	11,086,500	2,303,349	(385,147)
Exercise of options (vi)	650,000	96,000		(29,000)
Share issuance costs (iv)/(v)		(13,573)
Finder's fees (iv)	82,895	(6,300)
Stock-based compensation				903,565

Balance, June 30, 2008	49,511,799	$ 5,524,289	$ 447,532	$ 1,045,759

Share Capital (continued)

On September 13, 2006, the Company completed a private placement of 1,430,000 units of the Company at a price of $0.05 per unit for gross proceeds of $71,500. Each unit consists of one common share of the Company and one share purchase warrant, each warrant entitling the holder to purchase one common share at a price of $0.10 per share for a period of 12 months following the closing date. Warrants were valued at $20,020.

ii)

On June 7, 2007, the Company completed a private placement of 8,000,000 units of the Company at a price of $0.10 per unit for gross proceeds of $800,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of $0.20 per share until June 7, 2008 and, thereafter at a price of $0.30 per share until June 7, 2009. Finders’ fees in the amount of $6,180 were charged against the share capital in connection with the private placement. Warrants were valued at $384,000.

iii)

During the 2007 year, 900,000 options and 1,062,000 warrants were exercised by the holders at a price of $0.10 per unit for gross proceeds of $196,200. Option values of $18,000 previously recorded in contributed surplus for options were credited to share capital.

ALDA Pharmaceuticals Corp. 2008 20F

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SHAREHOLDERS’ EQUITY (CONTINUED)

Share Capital (continued)

iv)

On August 14, 2007, the Company completed a private placement of 2,000,000 units of the Company at a price of $0.12 per unit for gross proceeds of $240,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of $0.24 per share until August 13, 2008 and, thereafter at a price of $0.36 per share until August 13, 2009. Finders’ fees and legal fees in the amount of $13,920 were charged against shares capital in connection with the private placement. Warrants were valued at 90,108.

On November 22, 2007, the Company completed a private placement of 3,500,000 units of the Company at a price of $0.15 per unit for gross proceeds of $525,000. Each unit consists of one common share of the Company and one share purchase warrant. Each warrant entitles the holder to acquire one additional common share at a price of $0.30 per share until November 22, 2008 and, thereafter at a price of $0.45 per share until November 22, 2009. 5% finder’s fee in the amount of $15,750 was to satisfied by the delivery of 82,895 common shares of the Company at a deemed price per share of $0.19. Legal fees in the amount of $5,953 were charged against shares capital in connection with the private placement. Warrants were valued at $188,943.

vi)

During the year ended June 30, 2008, 650,000 options and 11,086,500 warrants were exercised by the holders at an exercise price range of $0.10 to $0.11 per option for total gross proceeds of $67,000 and at an exercise price range of $0.10 to $0.30 per warrant for total gross proceeds of 1,918,200. Options value of $29,000 and warrants value of $385,147 previously recorded in contributed surplus for options and warrants were credited to share capital, respectively.

Stock options

A summary of the Company’s stock options and changes during each year is presented below:

Year Ended

June 30, 2008

Year Ended

June 30, 2007

Number of

Shares

Weighted Average Exercise Price

Number of

Weighted Average Exercise Price

Outstanding, beginning of the year

2,480,000

$ 0.11

537,647

$ 0.19

Granted during year

-consulting/officers (i)/(ii)//(v) to (vii)

1,870,000

0.62

2,130,000

0.10

-directors (ii)/ (iv) to (vii)

500,000

0.62

1,050,000

0.11

-employees (ii)/(iv)/(vi) to (vii)

200,000

0.65

350,000

0.10

-investor relations (vi)/(vii)

400,000

0.58

Expired/exercised/cancelled during year

( 650,000)

0.10

(1,587,647)

0.13

Outstanding, end of year

4,800,000

$ 0.42

2,480,000

$ 0.11

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

7. SHAREHOLDERS’ EQUITY (CONTINUED)

Stock options (Continued)

The following table summarizes information about stock options outstanding at June 30, 2008:


Number of Shares	Exercise Price	Expiry Date	Number Exercisable
380,000	$ 0.10	August 2, 2008	380,000
300,000	$ 0.11	August 12, 2009	300,000
1,150,000	$ 0.12	May 3, 2009	1,150,000
1,820,000	$ 0.50	December 7, 2010	1,482,500
1,150,000	$ 0.80	May 2, 2011	1,050,000
4,800,000			4,362,500

(i)

During the year ended June 30, 2007, the Company granted options to acquire 730,000 common shares of the Company to certain consultants and scientific advisors for their services provided to the Company. These options have an exercise price of $0.10 per share. 430,000 of these options have an exercisable period of two years from the date of grant; the remaining 300,000 options have an exercisable period of five years from the date of grant. 530,000 options vested immediately. The remaining options are subject to other performance criteria. The options to acquire 430,000 common shares of the Company have an estimated fair value of $0.02 per share ($8,600) and the options to acquire 300,000 common shares of the Company have an estimated fair value of $0.04 per share ($12,000). $12,600 was recognized.

(ii)

During the year ended June 30, 2007, the Company granted options to acquire 1,150,000 common shares of the Company to employees, directors and senior officers. The options have an exercise price of $0.10 with an exercisable term of two years from the date of the grant. All options vested immediately with an estimated fair value of $0.02 per share resulting in $23,000 in stock based compensation expense being recognized.

(iii)

During the year ended June 30, 2007, options granted to an employee to acquire 150,000 common shares of the Company were cancelled due to the employee’s departure. The related expense of $3,000 ($0.02 per share), previously booked in wages and benefits in the Statement of Operations, was reversed and charged against the contributed surplus.

(iv)

During the year ended June 30, 2007, the Company granted options to acquire 500,000 common shares of the Company to employees and directors. The options have an exercise price of $0.11 with an exercisable term of two years from the date of the grant. All options vested immediately with an estimated fair value of $0.07 per share resulting in $35,000 in stock based compensation expense being recognized.

(v)

During the year ended June 30, 2007, the Company granted options to acquire 1,150,000 common shares of the Company to directors, consultants and officers. The options have an exercise price of $0.12 with and exercisable term of two years from the date of grant. All options vested immediately with an estimated fair value of $0.07 per share resulting in $80,500 in stock based compensation expense being recognized.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SHAREHOLDERS’ EQUITY (CONTINUED)

Stock options (Continued)

On December 12, 2007, the Company granted options to acquire 1,820,000 common shares of the Company to directors, consultants, officers, employees and investor relations. The options have an exercise price of $0.50 with an exercisable term of three years expiring December 7, 2010.

(vi)

1,270,000 options vested immediately with an estimated fair value of $0.26 per share resulting $333,404 in stock based compensation expense being recognized. 550,000 options shall be vested in equal quarterly installment over a period of 12 to 24 months from the date of grant.

(vii)

On May 2, 2008, the Company granted options to acquire 1,150,000 common shares of the Company to directors, consultants, officers, employees and investor relations. The options have an exercise price of $0.80 with an exercisable term of three years expiring May 2, 2011. 1,050,000 options vested immediately with an estimated fair value of $0.47 per share resulting $489,234 in stock based compensation expense being recognized. 100,000 options shall be vested in equally quarterly installment over a period of 12 months from the date of grant.

Stock-based compensation expense is presented in the Statement of Operations and Deficit as follows:


	2008	2007	2006
Consulting/Officers	$ 605,068	$ 83,600	$ -
Investor Relations	53,707	2,000	1,156
Wages and Benefits	244,790	62,500	-
Total Stock-Based Compensation	$ 903,565	$ 148,100	$ 1,156

The fair value of each option was estimated as at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:


	2008	2007
Dividend yield	0%	0%
Expected volatility	112.3 - 116.83%	128.90%
Risk free interest rate	2.78 - 3.70%	4.19%
Expected average option term	2 years	2.25 years

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SHAREHOLDERS’ EQUITY (CONTINUED)

Warrants

The Company has issued warrants entitling the holders to acquire common shares of the Company.

A summary of changes in unexercised warrants is presented below:


	Warrants @ $0.10 (1)	Warrants @ $0.10 (2)	Warrants @ $0.20 (3)	Warrants @ $0.24 (4)	Warrants @ $0.30 (5)	Total
Outstanding, June 30, 2007	1,430,000	2,934,000	8,000,000	-	-	12,364,000
Granted during period	-	-	-	2,000,000	3,500,000	5,500,000
Warrant exercised	(1,330,000)	(2,934,000)	(4,795,000)	(1,257,500)	(770,000)	(11,086,000)
Expired during period	( 100,000)	-	-	-	-	(100,000)
Outstanding, June 30, 2008	-	-	3,205,000	742,500	2,730,000	6,677,500

(1)

Exercisable until September 12, 2007, granted pursuant to private placement.

(2)

Terms of the warrants were amended to extend the exercisable period of the warrants to December 22, 2007 at the exercise price of $0.10 per share.

(3)

Exercisable at a price of $0.20 per share until June 7, 2008 and, thereafter at a price of $0.30 per share until June 7, 2009, granted pursuant to private placement.

(4)

Exercisable at a price of $0.24 per share until August 13, 2008 and, thereafter at a price of $0.36 per share until August 13, 2009, granted pursuant to private placement.

(5)

Exercisable at a price of $0.30 per share until November 22, 2008 and, thereafter at a price of $0.45 per share until November 22, 2009, granted pursuant to private placement.

The fair value of each warrant was estimated as at the date of grant using the Black-Scholes pricing model with the following weighted-average assumptions:


	2008	2007
Dividend yield	0%	0%
Expected volatility	112.72-129.97%	128.10%
Risk free interest rate	3.54-4.41%	4.20%
Expected average option term	2 years	1.85 year

Contributed surplus - Warrants:

Contributed surplus attributed to the issuance of warrants at June 30, 2008 and 2007, and activity during the 2008 and 2007 years, are summarized as follows:

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

SHAREHOLDERS’ EQUITY (CONTINUED)

Contributed surplus - Warrants (Continued)


	2008	2007
Balance, beginning of year	$ 553,627	$163,413
Private Placement (Note 7 (a))	279,052	404,020
Warrant Exercised (Note 7 (a))	(385,147)	(13,806)
Balance, end of year	$ 447,532	$553,627

Contributed surplus - Options:

Contributed surplus attributed to the granting of stock options at June 30, 2008 and 2007, and activity during the 2008 and 2007 years, are summarized as follows:


	2008	2007
Balance, beginning of year	$ 171,194	$ 41,094
Options issued to employees	72,846	12,000
Options issued to directors	171,944	53,500
Options issued to consultants	605,068	85,600
Options issued to investor relations	53,707	-
Options forfeited / cancelled	-	(3,000)
Options exercised	( 29,000)	(18,000)
Balance, end of year	$1,045,759	$171,194

GAIN ON LEGAL SETTLEMENT

During the 2005 year, the Company commenced legal action against the competitor with respect to certain alleged defamatory statements made by the competitor. This claim was settled effective July 12, 2006, by an agreement under which the Company is to receive an amount of $15,000 from the competitor. The proceeds of the settlement, net of associated legal costs in the amount of $10,545, have been recognized in the Statement of Operations and Deficit for the period ended June 30, 2007.

MAJOR CUSTOMERS

For the year ended June 30, 2008, revenue from three major customers accounted for 55% of total revenues (2007: 66% from four customers). Revenue from these customers totaled $137,954 (2006: $162,837).

10. COMMITMENTS

The Company renewed the lease agreement to lease its office premises with a term of one year. The total minimum lease payment under the agreement totaled $26,320 is payable in the 2009 year.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

11.

INCOME TAXES

(i)

As at June 30, 2008, the Company had approximately $3,153,544 of unutilized non-capital losses for tax purposes, which expire as follows:


	Year
2008	$ 14,051
2009	76,818
2010	60,915
2014	603,255
2015	582,793
2026	463,528
2027	458,538
2028	893,646
Total	3,153,544

The potential future income tax benefit which may arise from claiming these losses has not been reflected in these financial statements, as the Company’s ability to realize the benefit is uncertain.

(ii)

Following is a reconciliation of the expected income tax benefit from the loss for each year based on applicable statutory income tax rate, to the actual amount:


	2008		2007			2006
Loss at statutory rate	$ 635,771	32.81%	$129,001	34.1%	$191,785		34.1%
Effect of reduction in tax rates	(75,960)		2,935		-
Stock based compensation not deductible for tax purposes	(296,460)		131,936		(50,532)
Tax benefit from share issuance costs not recognized	6,520		(28,640)		2,109
Other non-deductible expenses	(1,105)		-		(466)
Increase in allowance for uncertain realization	(268,766)		(103,2936)		(142,896)
Increase in tax asset per financial statements	$ -		$ -		$ -

The income tax effects of losses carried forward and of cumulative temporary differences that give rise to a future tax asset are summarized as follows:


	2008	2007
Tax losses carried forward	$ 993,366	$ 771,077
Temporary differences – intangible assets	65,886	2,707
Temporary differences – property and equipment	8,521	8,515
Temporary differences – financing costs	10,962	27,670
Net tax asset before allowance for uncertain realization	1,078,735	809,969
Allowance for uncertain realization	(1,078,735)	(809,969)
Tax asset per financial statement	$ -	$ -

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

12.

RELATED PARTY TRANSACTIONS

During the year ended June 30, 2008, the Company paid consulting fees of $288,813 (2007: $120,000; 2006: $120,000) to companies controlled by directors of the Company.

Effective June 1, 2008, the Company entered into a consulting agreement with the management of the Company.

During the year ended June 30, 2008, the Company paid rent of $24,737 (2007: $28,371; 2006: $30,912) to a company controlled by a director of the Company.

During the year ended June 30, 2008, the Company collected the Subscription receivable of $293,600, of which $105,000 owing by directors of the Company.

During the year ended June 30, 2008, the company recorded stock based compensation expense of $562,427 (2007: $131,500) to directors and companies controlled by a director of the Company.

These transactions were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

13.

STATEMENTS OF CASH FLOWS – SUPPLEMENTARY INFORMATION

Cash paid in respect to interest and income taxes was as follows:


	2008	2007	2006

Cash paid during the year for interest	$ -	$ 1,324	$ -

Cash paid during the year for income taxes	$ -	$ -	$ -

Significant non-cash transactions occurring during the 2008 year were as follows:

The estimated fair value of the options granted to consultants, officers, directors and employees described in Notes 7 (b), totaling $903,565 was charged to operations for the 2008 year.

In connection with the November 22, 2007 private placement, a 5% finder’s fee in the amount of $15,750 was satisfied by the delivery of 82,895 common shares of the Company at a deemed price per share of $0.19.

Significant non-cash transactions occurring during the 2007 year were as follows:

A portion of the estimated fair value of the options granted to consultants, officers, directors and employees described in Notes 7 (b), totaling $148,100, was charged to operations for the 2007 year.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

14.

CAPITAL DISCLOSURES

The Company’s objectives when managing capital is to maintain sufficient cash resources to support its research and development activities, pre-clinical trial program, intellectual property protection and expansion on its T³6^® technology. The Company includes shareholders’ equity and cash and its equivalent in the definition of capital. The Company does not have any debt obligation other than trade accounts payable. The availability of capital is solely through the issuance of the Company’s common shares. The Company will not issue additional equity until such time when the fund is needed and the market condition becomes favorable to the Company. There are no assurances that the fund will be made available to the Company when required. The Company makes every effort to safeguard its capital and minimize the dilution to its shareholders.

The Company is not subject to any externally imposed capital requirements.

15.

SUBSEQUENT EVENTS

Subsequent to the year ended June 30, 2008, 380,000 options at an exercise price of $0.10 per options were exercised and shares were issued for total gross proceeds of $38,000.

16.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

These financial statements have been prepared in accordance with Canadian generally accepted accounting principles in Canada (“Canadian GAAP”) which are substantially the same as principles applicable in the United States (“US GAAP”) and practices prescribed by the United States Securities and Exchange Commission (“SEC”), except for the following:

Comprehensive income:

Statement of Financial Accounting Standards No. 130 requires the reporting of Comprehensive Income. Comprehensive income includes net income plus other comprehensive income. Other comprehensive income includes all changes in equity of a company during the period arising from non-owner sources. The Company did not have any other comprehensive income during the years ended June 30, 2008 and 2007.

Product development costs:

Under Canadian GAAP, product development costs are charged as an expense in the period incurred except in circumstances where the market and feasibility of the product have been established, and recovery of development costs can reasonably be regarded as assured, in which case such costs are capitalized. US GAAP requires that these expenditures be expense in the year incurred. The Company has not capitalized any product development costs during the years ended June 30, 2008 and 2007.

Recent United States Accounting Pronouncements:

Selected recent pronouncements issued by the Financial Accounting Standards Board (“FASB”) are summarized below. None of these changes are expected to have a material impact on the financial statements of the Company.

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED JUNE 30, 2008 AND 2007

16.

UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CONTINUED)

Recent United States Accounting Pronouncements

(i)

In December of 2004, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 123 (revised 2004) (Share-Based Payments) (“SFAS 123R”). SFAS 123R is a revision of SFAS 123, and supersedes APB 25. SFAS 123R requires that the fair value of employees awards of share-based payments which are issued, modified, repurchased or cancelled after the implementation date, is to be measured as of the date the award is issued, modified, repurchased or cancelled and the resulting cost recognized in the statement of earnings over the service period. SFAS 123R will be effective for the Company’s year ended June 30, 2007.

(ii)

The Fair Value Option for Financial Assets and Financial Liabilities – In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”.

(iii)

Fair Value Measurements – In September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007.

(iv)

Accounting for Uncertainty in Income taxes – In June 2006, the Financial Accounting Standards Board (“FASB”) issued Interpretation No. 48 (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109 “Accounting for Income Taxes” (“SFAS 109”). The interpretation prescribes a recognition threshold and measurement attribute to the financial statement recognition and measurement of tax position taken or expected to be taken in a tax return. FIN 48 also provides accounting guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We will adopt the provisions of FIN 48 on July 1, 2007.

17.

COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the presentation adopted in the current year.

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[alda200820ffinal003.jpg]

ALDA Pharmaceuticals Corp.

635 Columbia Street, New Westminster, British Columbia, V3M 1A7 Telephone: 604-521-8300; Facsimile: 604-521-8322

Form 51-102F1

Management’s Discussion & Analysis

For the year ended

June 30, 2008

October 28, 2008

The statements contained in this report that are not purely historical are forward-looking statements. “Forward looking statements ” include statements regarding our expectations, hopes, intentions or strategies regarding the future. Forward looking statements include: statements regarding future products or products or product development; statements regarding future selling, general and administrative costs and research and development spending; and our product development strategy; statements regarding future capital expenditures and financing requirements; and similar forward looking statements. It is important to note that our actual results could differ materially from those in such forward-looking statements.

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1.1

DATE

This Management Discussion and Analysis (“MD&A”) is dated October 28, 2008 and should be read in conjunction with the consolidated financial statements of ALDA Pharmaceuticals Corp. (“ALDA” or the “Company”) for the financial year ended June 30, 2008. All financial information is expressed in Canadian dollars and is prepared in accordance with Canadian generally accepted accounting principles (“GAAP”).

The financial statements have been prepared on a going concern basis, according to Section 1400 of the Canadian Institute of Chartered Accountants (“CICA”), which assumes the realization of assets and settlement of liabilities in the normal course of the business. The Company has yet to achieve a level of revenues adequate to achieve profitability. The application of the going concern assumption is dependent on management’s ability to successfully execute its business plan, to secure sufficient financing, and to develop profitable operations. Management of the Company believes that it will succeed in meeting those objectives, allowing the continued operation of the company. Additional equity or debt-based financing is required to continue the Company’s operations and pursue therapeutic developments.

1.2

OVERALL PERFORMANCE

On November 13, 2003, ALDA Pharmaceuticals Corp., formerly Duft Biotech Capital Ltd., completed the acquisition of the assets of 513947 BC Ltd., formerly ALDA Pharmaceuticals Inc., (“the Qualifying Transaction”) and a $1.2 Million financing arranged by Canaccord Capital Corporation (“the Financing”). ALDA trades on the TSX Venture Exchange in Vancouver, Canada under the symbol “APH”.

ALDA has developed a patent-pending infection control formulation, referred to as T³6^®, a mixture of ethanol, o-phenylphenol, benzalkonium chloride and other ingredients (including lemon fragrance and water). All of these component chemicals are bio-degradable.

Manufacturing and sales agreements

Canada

On October 4, 2005 the Company signed a manufacturing agreement with Norwood Packaging Ltd. (“Norwood”) of Surrey British Columbia, Canada to manufacture its T³6^®Disinfectant antibacterial product. On June 18, 2008, both the Company and Norwood agreed to waive the 90 day notice period required in the agreement and to terminate the agreement. For future orders, ALDA will provide Norwood with purchase orders and pay Norwood according to the standard payment terms that Norwood provides to its other customers. The Company has also started to use other manufacturers.

An agreement between Group 270 Sales and Marketing Inc. (“Group 270”) and ALDA was established on November 17, 2006 in which Group 270 will assist ALDA in selling ALDA’s products in the retail market. To accomplish this, Group 270 will undertake market research and a competitive analysis to estimate total annual volume in the area of personal disinfectants, estimate annual sales volumes, establish the pricing structure for retail and establish a roll out strategy to national retail chains, such as Shoppers Drug Mart, Loblaws, Wal-Mart and Zellers, sourcing and engaging a third party logistics company for order fulfillment, establish EDI and order processing development.

On August 22, 2008 Group 270 and the Company mutually agreed that Group 270 will be compensated at the rate of $100 per hour rather than receiving a monthly retainer. In the event that both ALDA and Group 270 mutually agree that there is sufficient reason to continue the payment, it will remain in effect on a month to month basis until the payment of a commission rate of 8% of net sales exceeds the $1,500 per month. At that time the monthly payment will cease and Group 270 will receive only the commission.

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Manufacturing and sales agreements (continued)

The agreement may be terminated if either party provides the other party with 60 days written notice, by either party if there has been a breach of any provision of the agreement and thirty (30) days has elapsed from the date that written notice has been sent to the party in breach by the other party or at the option of either party, if the other party becomes insolvent; violates the laws, regulations, rules, or statutes of any government; ceases doing business; makes an assignment for the benefit of creditors; or commits an act of bankruptcy. A failure by either party to exercise any right hereunder shall not operate as a waiver of such right and all remedies contained within the agreement shall be cumulative.

On September 18, 2007, the Company announced that Cowie and Fox Inc. was appointed to work with Group 270 Sales & Marketing Inc. to create a new “brand” and marketing program for the Company’s T³6^®Personal Disinfectant for the retail market. The appointment is on a fee-for-service basis and no formal contract was put in place. Cowie and Fox Inc. is a boutique advertising agency in Vancouver, British Columbia and has experience developing, working with, and refreshing, Canadian and international brands. Now that the new “brand” has been established, no further work is required of Cowie and Fox at this time.

China

On October 6, 2004, ALDA entered into an agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”) to manufacture and distribute ALDA’s products Fujian province in China. On August 31, 2006, an agent acting on behalf of Fuzhou (“the Agent”), received a Certificate of Approval from the Fujian Centre of Disease Control for T³6^®Disinfectant after passing all of the required tests. The registration of T³6^® Disinfectant in China was expanded beyond disinfection of inanimate objects, such as hospital equipment and instruments, to also allow external use on humans, including use as a first-aid antiseptic and hand sanitizer. The Certificate of Approval allowed the Agent to apply to the Chinese National Centre for Health Inspection and Supervision for approval to manufacture T³6^®Disinfectant for sale in China and for export. On April 19, 2007, a manufacturing certificate (Certificate of Approval (Health ID. No. 0109) was granted to the Agent in China for a period of four years from April 19, 2007 to April 18, 2011 and is renewable by filing an application for renewal 6 months before the expiry date.

In May 25, 2007, ALDA’s agent in China established a new company, He-Yi She Ye Limited (“He-Yi”) and the agreement with Fuzhou was transferred to He-Yi and expanded to cover marketing in all of China. The agreement with He-Yi provides that ALDA will provide He-Yi with all information that ALDA has at its disposal to assist with the registration of ALDA’s products in China. In the agreement, it is stated that He-Yi will be responsible for procuring all necessary government approvals for ALDA’s products within 6 months from the time all technical data to support the application is provided by ALDA Pharmaceuticals Corp. Quarterly reports on the progress of the approvals will be provided to ALDA by He-Yi. Extensions may be requested by He-Yi to procure all necessary government approvals and may not be unreasonably refused by ALDA for recurring periods of 3 months if He-Yi is employing its best efforts in obtaining the registration of the ALDA products in China and is providing quarterly reports as required or more time is required by ALDA Pharmaceuticals Corp. to obtain information required by He-Yi. As noted above, He-Yi has now fulfilled its obligations to register T³6^® Disinfectant for sale in China.

Under the terms of the agreement, ALDA Pharmaceuticals Corp. will provide He-Yi with the specifications required for He-Yi to provide a manufacturing facility suitable for the manufacturing of ALDA’s products. He-Yi will provide a fully equipped manufacturing facility according to the specifications provided by ALDA, to produce the ALDA products subject to He-Yi employing its best efforts to obtain the space, materials and equipment specified by ALDA and He-Yi will have the right to distribute ALDA’s products in China subject to ALDA’s approval of each distributorship. As announced in a news release distributed by the Company on May 29, 2008, He-Yi has fulfilled it’s obligation to establish a manufacturing facility.

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Manufacturing and sales agreements (continued)

The Agreement is effective until April 18, 2011 (“the Initial Term”). Upon expiration of the Initial Term, the Agreement may be renewed for additional periods, (“the Renewals”) provided that ALDA and He-Yi have each met all of their obligations under the Agreement and provided that He-Yi is able to obtain renewals of the Certificate of Approval (Health ID. No. 0109) that has been granted by the Ministry of Health of the People’s Republic of China and expires on April 18, 2011. Any renewals will reflect current market conditions in the territory served by He-Yi at the time the Renewals are granted and the time periods of any Renewals will be the same as the corresponding time periods of the renewals of the Certificate

For the first 3 years after production is started by He-Yi and within 6 months after production is started by He-Yi, ALDA and He-Yi will establish minimum sales levels and, thereafter, after each new distributorship is established.

He-Yi will pay ALDA a royalty, based on the gross revenues received by He-Yi for all of ALDA’s products sold in China as follows:

5% during the first and second year after production is started by He-Yi,

8% during the third year,

6% after a doubling of sales over the sales achieved in the second year has occurred.

He-Yi will pay ALDA a 10% royalty based on the gross revenues received by He-Yi for all of ALDA’s products sold by He-Yi outside of China.

All royalties will be paid monthly within 30 days after each month end.

ALDA, at ALDA’s discretion, will have the right to buy product from He-Yi. At the request of ALDA and with the authorization of ALDA, He-Yi agrees to direct ship ALDA’s products for ALDA, at ALDA’s expense, to anywhere in the world.

As of the date of this report, the agreement is in good standing. On April 8, 2008, the Company announced that He-Yi had secured four contracts for the distribution of T³6^®Disinfectant in China. Evergreen Health Care committed to minimum sales of 1 million RMB in Hong Kong and Macau for a period of one year, Jin Wei Kai Medical Technology Limited and Jin Qin Scientific Development Ltd. to 4.8 Million RMB each over three years in northern China (Beijing) and central China (Wu Hang), respectively, and Wondfo Biotech Co. Ltd. to 3 million RMB in southern China (Guang Zhou) over three years. The total sales potential of all four contracts is 13.6 Million RMB or nearly CDN $2 million at the current exchange rate. The Company will realize a royalty as described above on any sales achieved by He-Yi. On May 29, 2008, the Company announced that the manufacturing facility set up in China by He-Yi was operational and that the first production runs had started. In addition, a pilot batch of the T³6^®formulation that was manufactured by He-Yi passed the quality control and efficacy tests. At the time of this report, He-Yi was sourcing materials for the Company to use for the preparation of wipe canisters to contain T³6^®Disinfectant and T³6^® “Ready to Use” Disinfectant Cleaner. He-Yi is also seeking registration of the T³6^®Disinfectant in gel form for use as a hand antiseptic.

United States

On December 13, 2007, the Company announced that the services of Brand Institute, Inc. had been engaged to assist with marketing efforts in the US and internationally, particularly with the development of the retail and therapeutic applications of the T³6^®technology. The Company saw a need to align its marketing efforts with its anticipated European and FDA product registrations and the proposed listing of its shares in the US. Due to its US and international presence, Brand Institute, Inc. was selected to work with the Company in its targeted markets. Brand Institute, Inc. offers pharmaceutical naming, packaging and labeling, trade marking and market research services, as well as global regulatory insight provided by former key officials from the FDA and Health Canada. With offices in the US, Europe and Asia, Brand Institute Inc. will provide strategic and regulatory assistance to the Company as it establishes its presence in markets outside of Canada. Brand Institute is also assisting the Company with the re-design of its website and with other aspects of its retail marketing program such as label design and graphics. At the time of this report, only the website design is still outstanding.

No other active sales or manufacturing agreements are in place.

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Patents

Canada

On February 18, 2005 the Canadian Intellectual Property Office (“CIPO”) received the PCT patent application and assigned it Patent Application Number 2,495,938. On August 17, 2007, the Company filed a Request for Examination with CIPO. On September 24, 2007 the Company filed a Voluntary Amendment to the patent application filed with CIPO. The proposed amendments expanded the claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On October 4, 2007, the Company was notified that CIPO had acknowledged a request by the Company to examine the patent application. Since the process of examination can take two years, for a fee of $500, the Company requested an Expedited Examination on November 7, 2007 to reduce the response time to approximately three months. On April 8, 2008, CIPO provided an Office Action in which a number of questions were posed to the Company. Many of the same questions had already been posed by the Examiner for the EPO. These will be addressed before the deadline of October 8, 2009.

European Union

On March 30, 2005 the PCT application was accepted for national examination by the European Patent Office (“EPO”) which assigned it Patent Application Number 02754054.1-2113. The countries covered by the European patent application are Austria, Belgium, Bulgaria, Switzerland, Cyprus, the Czech Republic, Germany, Denmark, Estonia, Spain, Finland, France, Great Britain (the UK), Greece, Ireland, Italy, Liechtenstein, Luxembourg, Monaco, Netherlands, Portugal, Sweden, the Slovak Republic and Turkey. On May 18, 2005, the bibliographic data of the above-noted application was published in the European Patent Bulletin, under Publication No. 1530485. The resulting effect of such publication is that any possible infringer is deemed to have knowledge of the patent application without the Company having to formally inform them of this application’s existence. On October 18, 2006 the EPO provided the Company with an Office Action requesting further information on the patent application. The Company responded to the questions and received a second Office Action, dated September 5, 2007 from the EPO. This second Office Action requested that the Company provide certain additional information and to conduct certain experiments to support the claims that were made in the application. As of the date of this report, the Company has completed the literature research required to provide the additional information required by the EPO. Certain laboratory studies have been conducted or are in progress to fully address the questions raised by the EPO.

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Patents (continued)

China

On June 25, 2005 the Company was notified that the PCT application was accepted for national examination by the Patent Office of the People’s Republic of China (“Chinese Patent Office”) and assigned Patent Application Number 02829642.7. On August 11, 2005, the Chinese Patent Office accepted a Request for Substantive Examination from the Company. The application was published in the Chinese Patent Gazette on October 19, 2005, under Publication No. CN1684711A and entered into Substantive Examination. On February 5, 2006, the Company filed a Voluntary Amendment to the original patent application to correct certain minor errors in the original application. On June 2, 2006, the Chinese Patent Office provided an Office Action which requested certain additional amendments to the patent application. On December 18, 2006, the Company filed its response to the Office Action. The Company was notified by the Chinese Patent Office that the Chinese patent had been allowed, effective June 8, 2007. During the quarter ended September 30, 2007, amendments to the original patent application were drafted. As in the case of the amendments prepared for CIPO, the proposed amendments to the Chinese patent expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On October 10, 2007, the Company was advised that the amended claims had been submitted to the Chinese Patent Office. On January 30, 2008 the Chinese Patent office assigned Chinese Divisional Patent Application No. 200710142798.3 to the new application which was published in the Chinese Patent Gazette, under Publication No. CN101112624A. At the time of this report, no further developments have occurred with this Chinese patent application. On February 6, 2008, the Company announced that Certificate of Invention Patent Number ZL02829642.7 had been issued by the State Intellectual Property Office of the People’s Republic of China. The patent provides protection for the composition and production methods for ALDA’s T³6^® formulation until August 20, 2022.

United States

On February 18, 2005, the US Patent and Trademark Office (“USPTO”) received the PCT patent application and assigned it Patent Application Number 10/525,110. The patent application was published by the USPTO on December 22, 2005, under Publication Number US 2005/0282727. On July 27, 2006, the Company received that first Office Action from the USPTO which required clarification or modification of certain claims made in the patent application. The Company was required to respond to the Office Action by October 27, 2006 and did so on October 26, 2006 with amendments to the claims that required clarification or modification. On February 7, 2007 the USPTO provided the Company with a Notice of Allowance for the US patent with all claims made by the Company accepted by the USPTO. A Notice of Allowance is not a grant of a patent and is subject to withdrawal by the USPTO or on petition by the Company. The Company then filed certain minor, voluntary amendments to the patent application and a second Notice of Allowance, dated June 8, 2007 was provided by the USPTO. During the quarter ended September 30, 2007, amendments to the original patent application were drafted. These amendments were submitted to the USPTO as a U.S. Continuation Patent Application in December, 2007. As in the case of the amendments prepared for the Chinese Patent Office and CIPO, the proposed amendments to the US patent expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On January 23, 2008 the USPTO issued a Filing Receipt for the U.S. Continuation Patent Application and assigned Serial No. 11/966,128 to the application. On February 15, 2008, the Company was advised that a Notice of Allowance had been received from the USPTO projecting that the US patent would be issued on March 4, 2008. As projected, U.S. Patent Number 7,338,927 was issued on that date and provides protection for the composition and production methods for ALDA's T³6^® formulation until August 20, 2022. The patent can be viewed on the website of the USPTO. On May 2, 2008, the USPTO issued an Office action in response to U.S. Continuation Patent Application No. 11/966,128. A number of questions were posed to the Company and these will be answered prior to the deadline of November 2, 2008

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Patents (continued)

Singapore

On February 18, 2005, the Singapore Patent Office accepted the PCT patent application and assigned it Patent Application Number 200500987-3. On July 31, 2007, the Company was notified that the application had been examined by the Intellectual Property Office of Singapore and satisfied the formal requirements of the Patent Act and Rules of Singapore. Accordingly, the application was assigned Divisional Singapore Patent Application No. 200703677-5. The Company can now file a Request for a Search Report by September 18, 2008, and subsequently file a Request for an Examination Report by September 18, 2009. No further events took place with the Singapore patent as of the date of this report.

Australia

On March 15, 2005 the PCT application was accepted for national examination by the Australian patent office on March 15, 2005 and assigned with Patent Application Number 2002322916. On October 24, 2006, the Australian patent office provided the Company with a Direction to Request Examination. Under Australian Patent law, such examination must be requested within five years of the filing date or within six months of receiving a direction from the Australian Patent Office, whichever is sooner. On October 10, 2007 the Company announced that the Australian Patent Office had accepted the patent application with no objections. On December 4, 2007, a divisional application was filed at the Australian Patent Office. As in the case of the amendments prepared for the Chinese Patent Office, CIPO and the USPTO, the divisional application provides amendments to the Australian patent that expand the original claims to include a number of therapeutic applications of the T³6^® formulation, including its use in cosmetics and in a microbicidal gel to prevent the transmission of sexually transmitted infections (“STI’s”). On February 22, 2008, the Company announced that Australian Patent Number 2002322916 has been issued by the Australia Patent Office. The patent provides protection for the composition and production methods for ALDA’s T³6^®formulation until August 20, 2022.

PCT application for anti-inflammatory, antiseptic therapeutic formulation

Trademarks

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Trademarks (continued)

The Company also successfully trademarked the Company’s logo in Canada on July 16, 2004 and in the United States on January 18, 2005, also as a Principal Register mark. On March 3, 2008, CIPO accepted applications filed by the Company to register “T36 Disinfex” (File No. 1385140) and “T36 Safe-T-Cide” (File No. 1385134) as trademarks in Canada. These names were selected through the work done by Brand Institute to establish new “brands” for the Company’s products for the retail and commercial markets. After a period of 6 months, the Company can elect to apply to other jurisdictions for trademark protection for these proposed trademarks. Although the Company’s management believes that sufficient due diligence has been conducted to select appropriate trade marks and to avoid infringement on any existing trade marks or trade marks for which applications have been submitted, there is no guarantee that the new trade marks will be issued or that the trademarks will not infringe on the trademarks of other companies or that other companies will not take action against the Company for trade mark infringement.

Product development

During its first five years, the Company’s primary focus has been on product development. The Company’s first product, a surface disinfectant called “Viralex” and subsequently renamed “T³6^®Disinfectant”, was launched in September of 2001. It is being sold primarily to (i) “First Responder” organizations including ambulance, fire fighters and police forces in Canada, (ii) dental clinics, and (iii) beauty and hair care salons and spas. T³6^®Disinfectant has been approved by Health Canada for use on any hard, inanimate non-porous surfaces. This includes, but is not limited to, counter tops, cutting boards, sinks, tubs, walls, floors, windows, mirrors, scissors, nail clippers and other equipment used in beauty salons and spas, dental mirrors and other equipment in dental offices, and equipment used by firefighters, police and paramedics. T³6^® Disinfectant is also approved by the Canadian Food Inspection Agency (“CFIA”) for use in restaurants and other facilities where food is prepared.

In studies conducted by independent laboratories in Canada and the United States, T³6^®Disinfectant has demonstrated efficacy against more than 50 different bacteria, fungi and viruses. These studies included the following:

Efficacy study conducted by British Columbia Research Inc. (University of British Columbia, Vancouver, Canada) under the supervision of Dr. Ernie Lee, dated February 10, 1997. The study concluded that the T³6^®Disinfectant successfully killed four strains of bacteria (Staphylococcus epidermis, Pseudomonas aeruginosa, Serratia marcescens, and Mycobacterium tuberculosis) one strain of yeast (Candida albicans), one strain of fungus (Aspergillus fumigatus) and two strains of viruses (Herpes Simplex Virus-1 and Poliovirus-1). in compliance with test standards accepted by Health Canada’s Therapeutic Product Directorate;

Efficacy study conducted by Dr. Richard Stokes of the University of British Columbia in conjunction with the British Columbia Children’s Hospital, dated June 6, 1997. The study concluded that the T³6^®Disinfectant was efficacious as against Mycobacterium tuberculosis;

Suspension tests for efficacy completed September 17, 1997 against HIV at the St. Paul’s Hospital’s John Ruedy Immunodeficiency Clinic (Vancouver, Canada) under the supervision of Dr. Brian Conway. The study concluded that the T³6^®Disinfectant was 100% efficacious on the HIV virus on contact and still had 100% efficacy at dilution of 1:43 (one part T³6^®to 43 parts water); and

Efficacy studies conducted by Viromed Biosafety Laboratories of Minneapolis, Minnesota, completed on February 23, 200. The study concluded that the T³6^®Disinfectant successfully killed the test organisms Staphylococcus aureus, Pseumomonas aeruginosa, Salmonella choleraesuis, Human Immunodeficiency Virus Type I, Herpes simplex Virus Type 1, Trichophyton mentagrophytes and Poliovirus Type 1, in compliance with test standards accepted by the Environmental Protection Agency of the United States.

Efficacy studies refer to proving a drug's effectiveness (in this case as a disinfectant) in producing a desired result (bactericide, virucide, fungicide or tuberculocide). Toxicology is the study of the adverse effects of chemical, physical or biological agents on living organisms and the ecosystem, including the prevention and amelioration of such adverse effects. The types of surfaces tested were hard non-porous surfaces.

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Product development (continued)

The above studies, although completed some time ago, are still valuable assets of the Company because they are being used to support further regulatory approvals of the T³6^® formulation. For example, the studies are being incorporated into the pre-IND package for the FDA, described below. The studies have demonstrated that T³6^®Disinfectant was effective in inactivating polio viruses within 3 minutes and tuberculosis mycobacteria within 5 minutes. Polio and tuberculosis are benchmark micro-organisms because they are among the most difficult to kill with disinfectant products. Efficacy against polio and tuberculosis demonstrates a high level of disinfection capability. In order to make a virucidal claim and a tuberculocidal claim, a disinfectant product must demonstrate its ability to destroy the poliomyelitis type 1 virus, and Mycobacterium bovis or tuberculosis mycobacteria within a specified time. This is mandated in Canada by the Canadian General Standards Board, “Assessment of Efficacy of Antimicrobial Agents for Use on Environmental Surfaces and Medical Devices”, CAN/CGSB -2.161-97, p.4, and the Therapeutic Products Programme Guidelines on Disinfectant Drugs, 1999 Edition, Appendix II on page 23.

The studies conducted at ViroMed Biosafety Laboratories in the U.S., and at British Columbia Research Incorporated (“BCRI”) in Canada used between 10 and 60 samples each, depending on the organism tested. In all cases a control was utilized to validate the testing protocols. A positive test result required complete inactivation of the tested viruses and complete efficacy against the fungi and bacteria as required by the U.S. EPA for disinfectant label claims. The results from BCRI demonstrated efficacy in excess of Log₁₀ 4.0 (i.e. 10,000 times reduction in micro-organisms) in compliance of the standards required in Canada. The tuberculocidal studies demonstrated results in excess of Log₁₀ 6.0 (1,000,000 times reduction in micro-organisms).

Additional toxicology studies were conducted in the United States that demonstrated that T³6^®Disinfectant is safe to use, as well as non-corrosive and non-caustic. These studies were conducted by Product Safety Labs in labs in East Brunswick, New Jersey, USA and completed in November, 1999. There were no p-values nor statistical significance employed in the studies because such measurements are not required by Health Canada or the EPA and, therefore, are not part of the standard protocols. There were no further requirements for the Company to undertake further studies. T³6^®Disinfectant’s Heath Canada Drug Identification Number (DIN) is 02231344.

The Company is also in various stages of development of other products including:

"Ready to Use" Disinfectant Cleaner: This product has been recognized by Health Canada as being able to kill bacteria, fungi and viruses on hard surfaces within 10 minutes (compared to the 3 to 5 minute time for T³6^®Disinfectant). It has also passed internal company efficacy and cleaning testing. This product is intended for use in hospitals, cruise lines, airlines and consumer applications that don’t require a disinfectant product that is as fast acting as T³6^®Disinfectant, but need a more economical product. The Health Canada DIN for this product is 02272989. The Company has not determined when manufacturing will be started or when revenues will be realized from this product but has started planning its manufacturing and introduction. This product will be sold as wipes contained in canisters.

Disinfectant Cleaner CONCENTRATE: This product has completed testing and is registered with Health Canada (DIN 02278820). For US sales, EPA registration is required at an estimated cost of $100,000. Completion of the required US registration is dependent on financing. The EPA registration is projected to be completed 2 years after a decision is made to proceed. International sales are important to the Company and delays in US registration could have a significant effect on future sales and cash flow, as well as allow competition to penetrate this market. The first batch of Disinfectant Cleaner Concentrate is scheduled to be manufactured in November, 2008.

Hand Sanitizer: In February 2006, the Company started marketing a hand sanitizer product (Health Canada DIN 02247771) through its current distributors to existing customers. No further testing or registrations of this product are planned. This product will be discontinued once the Company’s own T³6^® Antiseptic Hand Sanitizer, described below, is ready to be marketed.

T³6^® Antiseptic Hand Sanitizer: In October, 2007, the Company applied to Health Canada for a DIN for a new Antiseptic Hand Sanitizer. DIN 02314320 was issued in July, 2008 as announced by the Company in a news release dated July 23, 2008. The new DIN allows the Company to sell its first product for human use.

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Product development (continued)

T³6^® Personal Disinfectant, T³6^® Disinfectant Wipes: These products have been designed for use by general public for cleaning and disinfecting their hands or hard surfaces. Development has been completed and both products are registered with Health Canada (DIN’s 02231344 and 02272989, respectively). No further testing or registrations are planned and no final product has been manufactured or marketed up to the date of this report. It is not known when manufacturing will be started or when revenues will be realized from these products. Delays may cause reductions in anticipated revenue generation. He-Yi is working with the Company to manufacture wipe canisters that can be purchased by the Company for filling in Canada.

Microbicide Gel: This product has been formulated and now requires testing for efficacy and toxicity. It was developed as a personal lubricant to prevent the transmission of sexually transmitted infections (“STI’s”). Nearly 40 million people are now infected with HIV and 4 to 5 Million new HIV infections have been reported every year since 1999. On January 28, 2008, representatives of the Company attended the 4th Canadian Microbicides Symposium held in Ottawa, Ontario. The event was being organized by the Canadian AIDS Society and was attended by approximately 40 invitees from government departments, research organizations, the private sector and community organizations. The goal of the symposium was to implement the Canadian Microbicide Action Plan (CMAP), which is a commitment from Canada to contribute to microbicides both domestically and internationally, with an emphasis on the urgent need for improved products. As a result of attending the symposium, the Company identified potential joint venture partners that could provide delivery systems of the Company’s Microbicidal Gel. However, the testing required to attain regulatory approval of this product would be beyond the financial capabilities of the Company at this time. Therefore, the Company may seek licensees or additional or joint venture partners working in the area of STI prevention that can undertake the testing and market development. It is not known how much time it would take to complete the required testing for STI prevention, what costs would be involved or even if there are companies that would be interested in conducting this testing. Delays may allow competition to develop comparable products, which will make market penetration more difficult which would lead to lower revenues than anticipated. At the date of this report, no further work has been done on this project.

Topical infection treatment: The body normally hosts a variety of microorganisms, including bacteria and fungi. Some of these are useful to the body. Others may multiply rapidly and form infections. Approximately sixty percent of microbial infections are systemic, meaning that the infections are spread throughout the body, leaving 40% of microbial infections that are topical, i.e., occur on the surface of the body. Topical fungal infections include mold-like fungi that cause athlete's foot, jock itch and ringworm, and yeast-like fungi that can cause diaper rash, oral thrush, cutaneous candidiasis and some cases of genital rashes. Bacterial infections, such as Staphylococcus can also infect the skin, particularly if a patient has a preceding skin condition, such as eczema. The Company’s T³6^® formulation can be used to treat such topical infections and anecdotal evidence has shown that it can be used to treat such conditions as athlete’s foot and toenail infections. This application of the T³6^® formulation must be tested against such conditions according to the requirements of the FDA, Health Canada and the European Medicines Agency. Once the testing is completed, the results must be submitted to these regulatory agencies and be approved for marketing by the company. The testing required to attain the approval of this product may be beyond the financial capabilities of the Company at this time. It is not known how much time it would take to complete the required testing for the topical infection treatment, what costs would be involved or how long it will take to conduct this testing. There are active competitors that are already well established in this market. Delays may allow even more competition to develop comparable products, which will make market penetration more difficult which would lead to lower revenues than anticipated.

Hand hygiene products: The Company is planning on providing the T³6^® formulation in spray form and in gel form for hospital use as a hand sanitizer in nursing stations, patient rooms, hallways, washrooms, etc. and for sale to consumers through retail outlets. These applications of the T³6^® formulation must be tested for their ability to kill microorganisms on the skin of humans according to the requirements of the FDA, Health Canada and the European Medicines Agency. Once the testing is completed, the results must be submitted to these regulatory agencies and be approved for marketing by the company. It is not known how much time it would take to complete the required testing for the hand hygiene products, what costs would be involved or how long it will take to conduct this testing. There are active competitors that are already well established in this market. Delays may allow even more competition to develop comparable products, which will make market penetration more difficult which would lead to lower revenues than anticipated. As discussed above, the Company has received a Health Canada DIN for an Antiseptic Hand Sanitizer that did not require testing and is based on the known ingredients in the T³6^® formulation. However, the claims are more limited than those allowed if further testing is undertaken.

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Product development (continued)

Skin antiseptic and first-aid ointment: The Company is planning on providing the T³6^® formulation in liquid form with a biological dye in a suitable delivery system for use as pre-operative and pre-injection antiseptic in hospitals and clinics and in gel and spray form, without biological dye, as a first-aid ointment for use on cuts and scrapes to prevent infections. These applications of the T³6^® formulations must be tested for their ability to kill microorganisms on the skin of humans and in cuts and scrapes according to the requirements of the FDA, Health Canada and the European Medicines Agency. Once the testing is completed, the results must be submitted to these regulatory agencies and be approved for marketing by the company. The testing required to attain the approval of this product are beyond the financial capabilities of the Company at this time. It is not known how much time it would take to complete the required testing for the topical infection treatment, what costs would be involved or how long it will take to conduct this testing. There are active competitors that are already well established in this market. Delays may allow even more competition to develop comparable products, which will make market penetration more difficult which would lead to lower revenues than anticipated. Initial testing of the T³6^® formulation has been completed at BioScience Laboratories Inc. (“BSI”), located in Bozeman, MT has now been completed as described below.

Vulvovaginal infections (“VVI’s”): The Company is planning on providing the T³6^® formulation in a form suitable for the treatment of all vulvovaginal infections including fungi, bacteria and, possibly, parasites and combinations of all fungal and bacterial infections. This application of the T³6^® formulation must be tested for its ability to resolve VVI’s according to the requirements of the FDA, Health Canada and the European Medicines Agency. Once the testing is completed, the results must be submitted to these regulatory agencies and be approved for marketing by the company. The testing required to attain the approval of this product are beyond the financial capabilities of the Company at this time. It is not known how much time it would take to complete the required testing for the topical infection treatment, what costs would be involved or how long it will take to conduct this testing. There are active competitors that are already well established in this market. Delays may allow even more competition to develop comparable products, which will make market penetration more difficult which would lead to lower revenues than anticipated.

Anti-inflammatory, antiseptic therapeutics: The Company developed a prototype product that contains 2% hydrocortisone in a T³6^® gel for use on topical infections and, in particular, inflamed infections. Preliminary studies with the formulation, under the direction of a physician, quickly resolved a number of skin infections, such as chronic eczema with secondary Staphylococcus infections and fungal infections, such as athlete’s foot and diaper rash. A second formulation contained 0.1% betamethasone, a moderately potent glucocorticoid steroid with anti-inflammatory and immunosuppressive properties. Unlike other drugs with these effects, betamethasone does not cause water retention. The Company is planning on conducting tests against Athlete’s Foot with the new formulation. As discussed above, a PCT patent application has been filed with CIPO to cover the composition, method of preparation and use of T³6^® formulations that also contain steroids, anesthetics or analgesics.

There is competition in all of the therapeutic markets that the Company has targeted. However, the T³6^®formulation is not expected to be expensive to manufacture and can be used in a broad variety of infection-control products. Toxicology and efficacy studies have already demonstrated that the T³6^®formulation is not toxic and is effective at killing all bacteria, viruses and fungi. The intended applications are topical, except for the vulvovaginitis treatment, so that registration is expected to be faster and less expensive than for drugs that are taken internally. Rather than disrupting metabolic pathways, the T³6^®formulation consists of four anti-microbial ingredients in relatively low concentrations that act synergistically to disrupt the physical structure of the infectious agents. This approach prevents microbial resistance from developing. None of the active ingredients are known to have any significant side effects on humans. For FDA approval, testing of the full formulation will be required to determine if there are any interactions between the ingredients that could lead to absorption of any components of the T³6^® formulation through the skin and subsequent distribution, metabolism and excretion (“ADME” studies”).

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Product development (continued)

The Company has competed preliminary studies that will satisfy the registration requirements of Health Canada, the US Food and Drug Administration (“FDA”) and the European Medicines Agency (“EMeA”) for the targeted applications with the assistance of Dr. John S. Hibbard who is evaluating the potential applications and development of the Company’s T³6^® technology and the regulatory pathways to commercialization in the US. Dr. Hibbard is in continuing discussions with the FDA to establish the requirements of the FDA for the testing of the T³6^® formulation and to evaluate the common and the unique requirements of the US, Canadian and European regulatory agencies. Dr Hibbard also reviewed the qualifications and proposals of a number of testing laboratories to establish their suitability to conduct the work required by the Company. As a result of his analysis, Bioscience Laboratories, Inc. (“BSI”) located in Bozeman, Montana, was selected to provide the required efficacy testing. BSI has been providing antimicrobial product testing and result interpretation for various industries, including healthcare, pharmaceutical, personal care and consumer products for over 16 years. On September 27, 2007, the Company announced that initial clinical trials of its T³6^® formulation for use as a skin antiseptic, a hygienic hand rub, a pre-surgical hand wash and a pre-injection scrub had been started. As of the date of this report, testing designed by BSI to evaluate the efficacy of the T³6^® formulation against bacteria, mycobacteria, viruses and fungi has been completed. Details of the testing are reported below. On completion, the data from the tests, along with existing and new toxicology information, will be used to support applications in Canada and Europe to test the anti-microbial effectiveness of the formulations with human volunteers. Additional non-human testing will be required before the Company can request human trials in the US. On successful completion of human trials, the Company will be able to pursue the registration and marketing of its products. One of the first tests done by BSI demonstrated that the T³6^® formulation was completely effective against Methicillin-Resistant Staphylococcus aureus (“MRSA”) within one minute. First discovered in 1961 in the UK, MRSA is now found worldwide and is able to survive treatment with a number of antibiotics, including penicillin, methicillin, and cephalosporins. Often referred to in the press as a “superbug”, MRSA is especially troublesome in hospital-acquired infections but is increasingly found outside of medical facilities. The finding was considered significant because MRSA has also shown resistance against some disinfectant products. In subsequent testing done up to the date of this report, the T³6^® formulation demonstrated complete efficacy in the following tests conducted at BSI.

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Product development (continued)

Having completed all five preliminary clinical tests, Terrance Owen, President of the Company, and Dr. Hibbard had a “pre-IND” (pre-Investigational New Drug) meeting with the FDA on July 15, 2008. Dr. Hibbard prepared the pre-IND submission for the FDA by including all of the efficacy and toxicology testing results obtained by ALDA since 1996. The purpose of the pre-IND meeting was to determine what further testing, if any, is required by the Company to satisfy the requirements of the FDA to allow human trials. The conclusion provided by the FDA was that the information submitted by the Company was satisfactory to allow single-use testing of T³6^® on humans after further non-human testing was completed. By “single-use applications”, the FDA means use as a pre-surgical and pre-injection skin antiseptic that is swabbed on to the skin once. The tests required before human trials are allowed are “Time kill Evaluation”, “MIC (Minimum Inhibitory Concentration) Evaluation” and “Adsorption and Distribution” (“AD”) through human skin. Time Kill Evaluation determines the minimum time that an antiseptic and each of its ingredients requires to kill bacteria, viruses and fungi. Minimum Inhibitory Concentration tests the minimum concentration of an antiseptic and each of its ingredients that is required to show some measurable effect against bacteria, viruses and fungi. Adsorption and Distribution (“AD”) measures the penetration of an antiseptic and each of its ingredients into and through human skin and determines how far each ingredient travels.

The protocols for these tests have now been submitted to the FDA for evaluation. If approved, the testing can take place. The FDA has indicated that a response can be expected within 60 days. The budget for the testing is approximately US$635,000 and is expected to take at least 6 months to complete. After successful testing is reported to the FDA, permission may be granted to undertake human trials.

For additional indications that require repeated applications, such as a hand sanitizer or athlete’s foot treatment, additional tests will include, but not necessarily be limited to, dermal irritation and a dermal toxicity studies conducted with an appropriate animal model, and must include complete clinical pathology, histopathology, and toxicokinetic analysis. To evaluate the risk of cumulative irritation, T³6^® will likely need to be tested on a number of subjects over an extended period of time. Phototoxicity studies and photoallergenicity studies may also be needed.

Once the preliminary studies have been completed and approved, human clinical trials can be conducted. These trials are normally conducted in 3 phases, with a detailed protocol for each phase provided to the FDA for approval to proceed. At the end of each phase, the results are analyzed and submitted to the FDA and, if acceptable, the trial continues to the next phase:

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Product development (continued)

In Canada and Europe, similar procedures must be followed but there is generally not a requirement for Time Kill MIC or ADME evaluations and it is possible that human trials can be started without the need for any animal studies. A set of standards referred to as “EN Standards” guide the processes for registration of therapeutic products in Europe. EN or FDA standards are generally accepted by Health Canada. The objective is to undertake testing that will satisfy all three major jurisdictions. There are minor differences that lead to increased costs, but management has decided that it is more economical to absorb these costs initial costs rather than conduct separate testing for each jurisdiction.

The Company has started the preparation of a Clinical Trial Application (“CTA”) for Health Canada. A CTA is provided to Health Canada to seek permission to undertake human trials or to determine what further testing may be required before human trials can begin. A similar proposal will be made to the EMA in due course.

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Foreign registration of securities

In 2005, the Company decided to pursue the registration of its securities in the US (“US Registration”) Accordingly, in March, 2006, the Company filed a Form 20F which is a Registration Statement Pursuant to Section 12(b) of (g) of the Securities Exchange Act of 1934 (“20F”) with the Securities and Exchange Commission (“SEC”) in Washington, DC. This document, submitted for the year-end June 30, 2005, and other documents related to the registration of the Company’s securities in the US, can be viewed at www.edgar.com by searching for ALDA Pharmaceuticals Corp. On April 18, 2006, the SEC responded with a number of questions and requests for further information. On deciding to continue with the US Registration, the Company announced in a news release dated September 13, 2007, that Berris Mangan resigned as the Company’s auditor due to a decision by Berris Mangan to focus its practice on TSX-listed companies with Canadian reporting responsibilities. The Company confirmed that there are no “reportable events” (as such term is defined in National Instrument 51-102 of the Canadian Securities Administrators) and appointed HLB Cinnamon Jang Willoughby, Chartered Accountants (“CJW”) as the interim auditor to conduct the year-end audit. At the Annual General Meeting of the Company, held on December 12, 2007, CJW was appointed as the Company’s auditor.

On September 26, 2007 the Company retained the services of Stanislaw Ashbaugh, LLP (“Stanislaw”), located in Seattle, Washington, to assist the Company with U.S. securities law matters as announced by the company in a news release dated October 2, 2007. Stanislaw acts as general corporate counsel to private and public companies engaged in a wide variety of business activities, including middle-sized and emerging growth companies. Of particular interest to ALDA, the broad range of counsel provided by the Corporate/Securities Law Group includes compliance and reporting under federal and state securities laws and secondary financings.

On March 12, 2008, the Company announced that the June 30, 2006 20F registration statement was filed on the SEC's EDGAR system. By May 9, 2008, the Company had filed the June 30, 2007 20F registration statement and all of the quarterly reports to March 31, 2008. In the 2006 and 2007 20F’s, the issues raised by the SEC in their letter of April 18, 2006 were addressed and the SEC advised Stanislaw that the Company did not need to file a direct response to the letter. A market maker, Pennaluna & Company (“Pennaluna”), located in Coeur d’Alene, Idaho has been selected by the Company and information requested from officers and directors has been provided to Pennaluna, which, in turn, submitted the required documentation to the Financial Industry Regulatory Authority (“FINRA”), an independent regulator for all securities firms doing business in the United States. FINRA reported back to Pennaluna that the SEC had “outstanding comments”. Stanislaw then advised the Company that the SEC had reversed its earlier instructions and that the Company was required to directly respond to the SEC letter of April 18, 2006. On September 25, 2008, a direct response to the questions raised by the SEC was provided. On October 23, 2008, the Company received another 32 questions and requests for additional information. These will be addressed in due course.

At this time, the Company is not listed on any stock exchange in the United States nor is there any guarantee that the Company will be listed on any stock exchange in the United States in the future. As a result, there is no market for the Company’s common shares in the United States and there is no guarantee that there will be a market for the Company’s common shares in the United States.

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Risk Factors

Risks pertaining to the Company:

The Company's limited operating history makes it difficult to evaluate the Company’s current business and forecast future results.

The Company has been operating only since November, 2003, and has had limited revenues and operating losses each year. This limited operating history leads the Company to believe that period-to-period comparisons of its operating results may not be meaningful and that the results for any particular period should not be relied upon as an indication of future performance. This conclusion is based on the fact that at the beginning of operations, expenses were relatively high due to the costs associated with starting up a new venture, such as the costs of manufacturing product, warehousing, preparing new marketing materials and securing facilities and equipment. After these start-up costs had been absorbed, the cost of goods became stabilized. However, at the end of the 2004 and 2005 fiscal years, there was a significant write-down of the assets purchased in the Qualifying Transaction due to revenues not meeting expectations. In addition, there have been extraordinary legal costs associated with a legal action, described elsewhere, commenced by a competitor, gains on a legal settlement over a trademark dispute and an action launched by the Company against a competitor that resulted in a settlement. These extraordinary events make predictions of future periods difficult.

The Company has no significant source of operating cash flow and failure to generate revenues in the future could cause the Company to go out of business.

Based upon current plans to introduce T³6^® Disinfectant into additional markets in Canada and internationally, pursue the patent applications and regulatory approvals for the T³6^®technology, develop new products, maintain the Company’s public listing on the TSX-Venture Exchange and secure a listing in the US, the Company expects to incur operating losses in future periods. These loses will occur because there are continuing expenses associated with the marketing and production of the Company’s products, research and development, intellectual property protection, registration of products with regulatory bodies, legal and accounting fees, the maintenance of its public listing and other expenses associated with running an operating business. Even if the Company becomes operationally profitable from the introduction and sale of new products, the Company plans to invest heavily in clinical testing and registration of its therapeutic products and will need to raise significant amounts of new funding to complete these activities. Also, the Company may not be successful in generating significant revenues from therapeutic products in the future. Failure to generate revenues could cause the Company to go out of business.

If the Company raises further funds through equity issuances, the price of its securities could decrease due to the dilution caused by the sale of additional shares.

The Company has issued a limited number of shares out of its authorized capital of an unlimited number of common shares, which could be dilutive and negatively affect the share price.

The Company could enter into debt obligations and not have the funds to repay these obligations.

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Risk Factors (continued)

The Company has a history of generating limited revenues and the continuing failure to generate further revenues could cause the Company to cease operations.

The Company has no history of pre-tax profit and in the previous three years has had only limited annual revenues for each of the years it has been operating. The Company sustained operating losses for each of its fiscal years and has sustained significant accumulated operating losses. The continued operation of the Company will be dependent upon its ability to generate operating revenues and to procure additional financing. The Company may not be successful in generating revenues or raising capital in the future. Failure to generate revenues or raise capital could cause the Company to cease operations. The auditor’s reports to the shareholders are expressed in accordance with Canadian reporting standards, which do not require a reference to conditions and events that cast substantial doubt on the Company's ability to continue as a going concern when these are adequately disclosed in the financial statements. In the United States, reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern. Had the Company’s financial statements been audited by US auditors, the Company may have received a “going concern” qualification. A “going concern” qualification, or the existence of a basis for such a qualification, could negatively affect the Company’s ability to raise capital.

The Company’s performance is substantially dependent on the performance and continued efforts of the Company’s executives and its Board of Directors. Dr. Terrance G. Owen is the President, Chief Executive Officer and a Director. Peter Chen is the Secretary, Chief Financial Office and a Director. Dr. Linda Allison, Dr. Ronald Zokol, Dr. William F. McCoy and Eugene Hodgson are independent Directors. Dr. Allison, Mr. Chen and Mr. Hodgson are members of the Audit Committee. The loss of the services of any of the Company’s executives or Board of Directors could have a material adverse effect on the Company’s business, results of operations and financial condition. There is no assurance that key personnel can be replaced with people with similar qualifications within a reasonable period of time. The Company currently does not carry any key person insurance on any of the executives or members of the board of directors. There are no contracts in place with any of the employees, officers or directors of the Company.

The Company has not declared any dividends since its inception in 2000 and has no present intention of paying any cash dividends on its common shares in the foreseeable future.

The Agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”), which allowed manufacturing and marketing in Fujian province in China has been transferred to He-Yi She Ye Limited (“He-Yi”) and expanded to cover marketing in all of China. The relationship with He-Yi is important because registration and manufacturing of T³6^®Disinfectant in China depends on the successful completion of the required applications by He-Yi and acceptance of the registrations by the Chinese government agencies. At this time, the Company has no other agent working on its behalf in China. If He-Yi were to fail or go out of business, the Company would have to find another agent to represent its interests in China. This would delay the registrations in China and lead to reduced revenue expectations.

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Risk Factors (continued)

There is no assurance that the patent applications filed for the T³6^®technology or for other products will be approved, and failure to obtain such approvals could leave the Company with no protection for its intellectual property and reduced sales.

Patent protection of the T³6^® technology is very important to the Company’s current and future products because the T³6^® Disinfectant technology is the basis for its products. Although patents have been allowed in the United States, China and Australia, there is also no assurance that future patent applications will be successful. A lack of patent protection would significantly alter the competitive environment and possibly allow competitors to infringe on the technology of the Company’s business. Reduced revenues and lack of future products could result from such infringement.

There is no assurance that the Company will be able to secure the funds needed for future development, and failure to secure such funds could lead to a lack of opportunities for growth.

Many of the Company’s products require very costly laboratory testing to establish toxicity, efficacy and analytical methods and clinical trials to establish effectiveness and safety on human subjects. This testing is required in order to obtain required regulatory approvals from Health Canada, the EPA and FDA in the US and the EMA in the EU. A lack of funds would impair the ability of the Company to complete such tests. A lack of funds would also impair the Company’s ability to establish marketing and sales plans once the products have been approved for sale. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

There is no assurance that research and development being conducted by the Company to create new products will be successful.

The Company has limited sales and marketing experience and can provide no assurance that the Company can keep its current customers or gain new ones.

The Company has limited experience in marketing and selling its products. The Company had two sales and marketing people until February 2, 2007, one with just over one years of experience with the Company, no prior sales experience and also with administrative and accounting duties, The more senior person had three years experience with the Company and no prior sales experience in pharmaceutical or disinfectant products. With the departure of the more senior sales and marketing person, the Company has one person, with less than three years experience remaining with part-time duties in sales and marketing. The Company will have to expend substantial funds to promote and develop its products. The Company’s success in this regard will depend on the quality of its products and its ability to develop and implement an effective sales and marketing strategy. Current plans call for the expenditure of significant funds over the next 18 months for marketing activities. Failure to achieve the marketing objectives will have a material adverse effect on the Company and on its results of operations and financial condition.

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Risk Factors (continued)

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company. The directors and officers of the Company are directors and officers of other companies. The directors and officers of the Company will be required by law to act in the best interests of the Company. They will have the same obligations to the other companies in respect of which they act as directors and officers. Discharge by the directors and officers of their obligations to the Company may result in a breach of their obligations to the other companies and, in certain circumstances, this could expose the Company to liability to those companies. Similarly, discharge by the directors and officers of their obligations to the other companies could result in a breach of their obligation to act in the best interests of the Company. Such conflicting legal obligations may expose the Company to liability to others and impair its ability to achieve its business objectives. Terrance Owen has been the Secretary of Bi-optic Ventures Inc., a company listed on the TSX-Venture Exchange, since September, 2002 and a Director of this same company since September, 2006. As a non-management Officer and Director of Bi-Optic Ventures Inc., Terrance Owen spends approximately eight hours per month on the business of Bi-Optic Ventures Inc. Terrance Owen controls a company, Duft Enterprises Corp., that owns the building in which the Company is located and the Company pays rent to Duft Enterprises Corp. Peter Chen is not a Director or Officer of any other company. Neither Peter Chen nor Terrance Owen is a Director or Officer of any companies that compete with or provide services that are similar to those of the Company.

Management of the Company can, through their stock ownership in the Company, influence all matters requiring approval by the Company’s shareholders.

Management of the Company as at June 30, 2008, collectively own approximately 5% of the Company's issued and outstanding common shares at that date. These shareholders, if acting together, could significantly influence all matters requiring approval by the Company's shareholders, including the election of directors and the approval of mergers or other business combination transactions. Management may not make decisions that will maximize shareholder value and may make decisions that will contribute to or cause the entrenchment of management.

Risks Pertaining to the Industry:

Government agencies, such as the EPA and the Food and Drug Administration (“FDA”) in the United States and Health Products and Food Branch in Canada, need to provide approvals of the Company’s products prior to any sales of these products. To obtain such approvals, the Company must submit extensive amounts of information on the efficacy, toxicology, carcinogenicity, mutagenecity and other testing of the products that it is trying to register. After all of the information is provided, the agencies can request supplemental information and further testing. Once all of the requirement for documentation is satisfied, the agencies can take 24 months or longer to provide approvals for the Company to market its products. Significant delays could lead to slower revenue growth than anticipated. In addition, regulatory delays can allow time for competitors to devise strategies to prevent or reduce market penetration. There is no assurance that government agencies will accept for registration any of the Company’s products.

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Risk Factors (continued)

The Company is unaware of any infringement claims being made against the Company or its products or processes, except that JohnsonDiversey, Inc. (“JDI”) took action against the Company for use of the trademark, “Viralex”, which JDI claimed infringed on their trademark, Virex. This action was settled by the Company accepting a one-time payment of US$30,000 and agreeing to cease to use the name. The Company instead now uses the trademark “T³6^®” for its products and this trademark is registered in both Canada and the US. The change of name from Viralex to T³6^®caused some confusion among the customers of the Company and required additional expenditures to be made for new labels, packaging and marketing materials, as well as mailings to advise customers of the change. There was no noticeable effect on overall sales on a quarterly basis beyond normal fluctuations. There can be no assurances that other third parties will not assert infringement claims in the future or require the Company to obtain a license for the intellectual property rights of such third parties. There can be no assurance that such a license, if required, will be available on reasonable terms or at all. If the Company does not obtain such a license, it could encounter delays in the introduction of products or could find that the development, manufacture or sale of products requiring such a license could be prohibited.

There is a risk that earlier inventions may exist that invalidate the Company’s patent applications so that the Company may not be able to sell any infringing products.

Since patent applications are maintained in secrecy for a period of time after filing, and since publication of discoveries in the scientific or patent literature often lags behind actual discoveries, the Company cannot be certain that it was the first creator of inventions covered by pending patent applications, or that it was the first to file patent applications for such inventions. The Company might have to participate in interference proceedings in the U.S. Patent and Trademark Office to determine priority of invention, at substantial cost. There can be no assurance that the Company’s patents, if issued, would be held valid or enforceable by a court. The Company has patents allowed in the United States, China and Australia and patent applications filed in the European Union, Canada, and Singapore. These patent applications seek intellectual property protection for the basic formulation of the T³6^®formulation and the method for making it.

There may be limited ability to defend the patents if and when they are issued, leading to loss of sales that might otherwise be realized if the Company was in a position to defend its patents.

Litigation among pharmaceutical companies can be intense and costly. The Company might not have the financial ability to defend its patents, if issued, against larger industry players. Litigation may be necessary to enforce patents issued or assigned to the Company, or to determine the scope and validity of a third party's proprietary rights. Additionally, there can be no assurances that the Company would prevail in any such action. An adverse outcome in litigation or as part of an interference or other proceeding in a court or patent office could subject the Company to significant liabilities, require disputed rights to be licensed from other parties or require the Company to cease using certain technology or products, any of which could have a material adverse effect on the Company’s business.

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Risk Factors (continued)

The Company’s T³6^® Disinfectant is composed of various chemicals that may pose risks due to flammability and possible health risks.

One of the main components of T³6^® Disinfectant is ethanol, which is flammable. Storage of T³6^® Disinfectant could pose a fire hazard. Another component, o-phenylphenol, is considered to be a possible carcinogen and eye contact can cause severe irritation or burns with possible eye damage. For some individuals, o-phenylphenol can also irritate the skin. Benzalkonium chloride, another ingredient, has been reported to cause allergic reactions and the swelling of the mucosa when used as nose sprays on a continuous, long-term basis by sensitive users. Toxicology studies conducted for the company by Product Safety Labs, located in Dayton, New Jersey, have demonstrated that T³6^® Disinfectant is not toxic but it is classified as a moderate eye irritant. Both chemicals, o-phenylphenol and benzalkonium chloride, are present in T³6^® Disinfectant in relatively low levels but, given the risks described above, it is possible that regulations against these chemicals may become more restrictive and affect the ability of the Company to market its products in certain jurisdictions without additional warning labels. Further, given the attention that such chemicals may attract from environmental groups, it is possible that negative publicity about these chemicals could affect the ability of the company to market its products in certain jurisdictions. There are persuasive arguments and credible scientific evidence that is available to support the safety of T³6^® Disinfectant, but such an educational effort on the part of the Company would require funds to be spent and would affect the profitability of the Company.

The Company has a limited number of customers and is dependent on a few key accounts to maintain its current levels of sales.

The key customers for which sales account for more than 10% of total revenues are:

Esthetics Plus, Inc.: A distributor to the beauty market with a contract that renews on an annual basis. Either party can terminate the contract on 60 days notice or with 30 days notice for any breach of the contract if the breach is not rectified within the 30 day notice period,

Sinclair Dental Limited: A distributor to the dental market and a customer of both API and the Company for 6 years,

The Stevens Company Limited: A distributor to the scientific and medical markets and a customer of both API and the Company for 6 years, and

VWR International: A distributor to the laboratory market and customer of API.

1.3

SELECTED FINANCIAL INFORMATION


For the twelve month period ended	June 30, 2008	June 30, 2007	June 30, 2006
Revenue	$ 249,042	$ 256,243	$ 223,586
Loss & Comprehensive Loss	1,937,735	562,090	378,301
Basic and Diluted Loss Per Share	0.05	0.02	0.02
Patent Application	-	40,486	-
Total Assets	2,533,975	854,166	216,872
Long-Term Liabilities	-	-	-

Revenues are generated from the sale of T³6^®Disinfectant and T³6^®Hand Sanitizer to the dental, beauty and first responder markets and are relatively consistent from year to year and are not yet significant compared to the costs incurred by the Company at this stage of its development. A small decrease in revenue was observed in 2008 fiscal year compared to the 2007 fiscal year. The decrease was due to the timing differences in ordering by vendors.

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1.3

SELECTED FINANCIAL INFORMATION (continued)

As of June 30, 2008, the Company had a cash position of $2,446,368 due to the completion of a private placement on June 7, 2007 for $800,000 and the closing of two additional private placements during the year ended June 30, 2008, for $765,000. The funds were designated for use as working capital and for general and administrative purposes. In addition to closing of the private placements, the Company further received funds of $1,918,200 from the exercising of Warrants and $67,000 from the exercising of Options. As a result of funds received by the Company, current assets increased to $2,528,168 compared to $701,998 in prior fiscal year, while current liabilities were $57,921. Consistent with the Company’s focus on Research and Development (“R&D”), the Company has elected to write off patent application and development costs and intellectual property that was acquired in the original Qualifying Transaction. In keeping with this commitment to R&D, the Company will expense these costs in the future to be consistent with standard accounting practices. Therefore, patent application and development costs and intangible assets that were being capitalized with a useful life of 20 years in prior fiscal years were written down to $0 during the 2008 fiscal year. The Company has no debt or long term liabilities.

A net loss of $1,976,475 from operations was recognized during the 2008 fiscal year. An increase in net loss was largely attributable to non-cash expenses including stock-based compensation of $903,566. The losses in the corresponding 2007 and 2006 fiscal year were $562,090 and $380,026, respectively. The increased loss reflects the investments made in intellectual property protection, laboratory testing of the T³6^®formulation, legal expenses for foreign registration of securities, increased consulting fees paid to marketing and management consultants and to regulatory experts who are assisting the Company with its clinical trials required for the FDA, Health Canada and the European Medicines Agency.

Overview

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1.3

SELECTED FINANCIAL INFORMATION (continued)

Trend information

1.4

RESULTS OF OPERATIONS

Sales

As a result from the sale of T³6^®Disinfectant and T³6^®Hand Sanitizer through its distributors to the first responders, dental and beauty markets, the Company recorded sales of $249,042 for the year ended June 30, 2008 as compared to $256,342 for the 2007 fiscal year. The Company relies heavily on its current distributors to provide T³6^®products to customers. For the year ended June 30, 2008, sales from three major customers accounted for 55% of the total sales. Sales from these three customers totaled $137,954. Sales from these major customers totaled $162,837 accounted for 66% of the total sales in the prior fiscal year. The difference in sales revenue was partly due to the timing differences in ordering. As anticipated, sales were slowed down in the summer and over the Christmas period.

Cost of Sales

For the year ended June 30, 2008, the cost of sales incurred was $157,234, representing 63% of total sales as compared to $165,920, representing 65% of total sales for the last fiscal year. Cost of sales includes the direct costs of the inventory sold during the period plus warehousing costs, shipping and handling charges. The Company is no longer storing any significant amount of inventory at the Company’s premises. Therefore, the Company anticipates that the warehousing costs and handling charges will increase somewhat in future quarters.

Gross Profit

For the year ended June 30, 2008, the Company recorded a gross profit of $91,808. A gross profit of $90,323 was recognized in prior fiscal year. Gross profit has been relatively stable over the reported periods.

Advertising and Promotion

Advertising and promotion costs for the year ended June 30, 2008 and 2007 were $21,603 and $12,766, respectively. Costs are higher because the Company has been providing lectures, sending samples of T³6^®Disinfectant and literature to customers and distributors, and undertaking promotions with distributor. Samples of T³6^®products were sent out to business community and institutions to raise the Company’s awareness. The Company anticipates that additional investment in this area is required for 2009 fiscal year when the new products, such as T³6^® Antiseptic Hand Sanitizer Gel, and T³6^® Disinfectant Cleaner Concentrate, are introduced to the current distributors and to the market,. New promotional literature will be provided to the current and new distributors.

ALDA Pharmaceuticals Corp. 2008 20F

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1.4

RESULTS OF OPERATIONS (continued)

Consulting

Consulting fees for the year ended June 30, 2008 and 2007 were $1,004,660 and $308,600, respectively. An increase of $696,060 over the year was primarily due to the non-cash compensation expenses of $605,068 being recognized in consulting fees as described in Note 7(b) of the audited consolidated financial statements. Included in the consulting fees were $270,000 paid to executives of the Company in remuneration for their services to the Company. The related party transactions were provided in Note 12 of the audited consolidated financial statements. The Company hired third party consultants to carry out ongoing projects including branding, marketing and product development.

Investor Relations

The investor relations activities amounted to $124,065 and $24,570 for the year ended June 30, 2008 and 2007. Freeform Communications, Inc. (“Freeform”) continued provided their services to the Company and in return the Company paid a total of $46,649 in 2008 and $38,300 in 2007 to Freeform. Included in this category were $13,709 and $6,739 paid to Marketwire during the 2008 and 2007 fiscal year, respectively, for the dissemination of news releases.

The Company granted Options to acquire 400,000 common shares of the Company to Freeform resulting in $53,707 non-cash compensation expenses being recognized for year ended June 30, 2008. No Options were granted to Freeform during 2007 fiscal year.

Legal and Accounting Fees

Legal and accounting fees were totaled $89,723 and $53,697 for year ended June 30, 2008 and 2007, respectively. An increase in legal and accounting fees was partly due to the ongoing foreign securities registration assisted by Stanislaw Ashbaugh L.L.P. Legal fees incurred in the periods consisted of closing two private placements, issuing of options, advising the Company on general legal matters, attending to preparation of required and revised documentation to the TSX Venture Exchange and the securities commissions and reviewing 20F documents for the registration of the Company’s securities in the United States. Accounting fees consisted of the cost of the year-end audits

Product Registration and Development Costs

Total costs incurred in this category for the year ended June 30, 2008 and 2007 were $375,807 and zero, respectively. During 2007 fiscal year, intellectual property costs were capitalized with an amortization period of 20 years rather than expensed. As a result of a change in accounting practices, these costs were expensed in the fiscal year ended June 30, 2008 so that the financial reporting is consistent with the Company’s focus on R&D. As consequence, the Company has elected to write off patent application and development costs and intellectual property that was acquired in the original Qualifying Transaction. In keeping with this commitment to R&D, the Company will expense these costs in the future to be consistent with standard accounting practices. Therefore, patent application and development costs and intangible assets that were being capitalized with a useful life of 20 years in prior fiscal years were written down to zero and added to this expense category for the 2008 fiscal year. Costs incurred in 2008 fiscal year included testing fees paid to BioScience Laboratories, Inc. to undertake clinical testing for the T³6^®therapeutic applications, and consultants fees paid to regulatory consultants in Canada and US to pursue the registration of the Company’s therapeutics products.

Wages and Benefits

As a result of the stock-based compensation expenses of $244,791, wages and benefits were increased to $302,439 for the year ended June 30, 2008 from $116,633 of prior fiscal year. Costs in this category include the wages paid to accounting and administrative assistance and to sales and marketing staff as well as the expenses related to stock Options granted to certain employees. Expenses related to stock Options granted can be found in Note 7(b) of the audited consolidated financial statements

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1.4

RESULTS OF OPERATIONS (continued)

Loss from Operations

The loss from operations was $1,976,475 for the year ended June 30, 2008 as compared to $562,090 for the prior fiscal year. Losses for the year ended June 30, 2008 were significantly greater than the corresponding year ended June 30, 2007 due to granting of $0.50 and $0.80 stock options during the 2008 fiscal year as disclosed in Note 7(b) of the audited consolidated financial statements. As a result of the granting of stock options, $903,565 in non-cash stock based compensation expenses being recognized in the statement of operations. The Company recorded $148,100 in stock based compensation in the prior fiscal year. During the 2008 fiscal year, the Company continued to expand its intellectual property portfolio by submitting a comprehensive new patent application for anti-inflammatory, antiseptic therapeutic formulation to cover composition and preparation of T³6^®formulations that also contain steroids, anesthetics or analgesics for use on topical infections and, in particular, inflamed infections. The Company has also engaged Bioscience Laboratories Inc. to provide an extensive test on T³6^®. All of the testing was successfully completed. The results, along with the efficacy and toxicology studies, were submitted to FDA for approval to proceed to the next stage of testing for use of T³6^®as a single dose, pre-surgical and pre-injection skin antiseptic. Dr. John Hibbard has been retained to assist with regulatory matters to satisfy FDA’s requirements and to evaluate the potential applications and development of the Company’s T³6^® technology and the regulatory pathways to commercialization. PharmEng Technology Inc. has been engaged to assist with regulatory matters in Canada and the EU. The Company continued to pursue the registration of its securities in the US. During the 2008 fiscal year, the Company appointed new US lawyers, Stanislaw & Ashbaugh, LLP, to assist with foreign securities registration and to communicate with the SEC. The Company submitted the Form 20-F for the two years and all of the outstanding 6-K quarterly reports. As a result of a number of initiatives that were taken during the year to promote further growth of the Company, the Company observed substantial increase in expenditures while sales remained similar to prior fiscal year.

Management continues to work towards the launch of new products, including T³6^®Disinfex Disinfectant Spray, T³6^®Antiseptic Hand Sanitizer, T³6^® Disinfectant Cleaner Concentrate, T³6^® Disinfectant Cleaner Wipes and the therapeutic products. The pursuit of the new therapeutics products requires the Company to invest continuously in product development, clinical trials, product registrations and intellectual property protection. As a result, further losses will be anticipated in subsequent years.

Other Income (Loss)

Interest income earned from bank deposits for the year ended June 30, 2008 and 2007 was $38,740 and $0, respectively. The increase was due to an increase in cash position upon the closing of various private placements and the exercising of options and warrants from the holders.

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1.4

RESULTS OF OPERATIONS (continued)

Loss for the Year

The loss for the year ended June 30, 2008 was $1,937,735, as compared to $562,090 in the same corresponding fiscal year last year. The loss was relatively higher due to the granting of various options during the 2008 fiscal year. As a result, the non-cash compensation of $903,565 related to the granting of stock options was being in the statement of operations, whereas the Company only recorded the non-cash compensation of $148,100 during the 2007 fiscal year. The details of non-cash compensation were disclosed in Note 7(b) of the audited consolidated financial statements. In addition, amortized $10,591 of intangible assets and patent applications for the 2008 fiscal year and expensed $190,638 of intangible assets and patent applications and development costs in 2008 fiscal year compared to an amortized amount of $7,931 in 2007 fiscal year. During the year, the Company has moved forward with extensive testing of its T³6^®formulation. The results will be used to support applications in Canada, the US and Europe to test for the anti-microbial effectiveness of the formulations in human clinical trials. The loss in 2008 and 2007 fiscal year was offset by a gain of interest income of $38,740 and $0, respectively, earned from the bank deposits. As a result of legal dispute against the competitor, a net gain of $10,545 was recognized in the statement of operations in 2007 fiscal year.

Use of Proceeds

The net proceeds received from the closing of recent private placements will be used for working capital and for general and administrative purposes.

1.5

SUMMARY OF QUARTERLY RESULTS


Period Ended	Jun/08	Mar/08	Dec/07	Sept/07	Jun/07	Mar/07	Dec/06	Sept/06	Jun/06
Revenue	73,359	66,848	53,298	55,537	61,433	72,879	64,356	57,575	58,724
Net Loss	931,597	310,891	564,163	131,084	280,581	86,061	90,182	105,266	67,371
Loss/Share	0.02	0.01	0.01	0.01	0.00	0.00	0.00	0.00	0.00
Total Assets	2,533,975	2,696,062	1,946,087	1,255,681	854,166	176,316	175,743	208,281	216,872

Total assets increased significantly from the first quarter of 2008 to the fourth quarter of 2008 as a result of closing private placements during the 2008 fiscal year. In addition, as the Company’s share price increased over the quarters, the Company received funds from the exercising of options and warrants. As of June 30, 2008, the Company had cash and equivalents of $2,446,368, representing 97% of the total assets, as opposed to $356,127, representing 42% of the total assets as of June 30, 2007. An loss of $190,638 on intangible assets and patents application and development costs was recognized for the 2008 fiscal year, which reduced the carrying value of the intangible assets and patents application and development costs to $0. This change in accounting practice was made so that the financial statements are consistent with the Company’s focus as an R&D company.

The revenues generated from the sale of T³6^®Disinfectant and T³6^®Hand Sanitizer have been relatively consistent, ranging from $55,000 to $73,000 per quarter. The difference is attributable to the timing of ordering and some seasonality as described above. Cost of goods is also very consistent over the periods reported. Operating expenses vary from quarter to quarter depending on the activities taking place such as registering T³6^®products in major markets, pursuing clinical trials, seeking expert advice on product regulatory issues, re-branding and advertising current and new lines of products and seeking registration of ALDA’s securities in the US. Greater losses were incurred in the second and fourth quarters of 2008 and the fourth quarter of 2007 due to the granting of stock options in those quarters. The non-cash stock-based compensation expenses accounted for $478,238 in the fourth quarter of 2008 whereas a totaled of $112,500, was accounted for in the fourth of 2007. In connection with the settlement of legal disputes, the Company recognized a net gain of $10,545 in fiscal year 2007. As described in Section 1.2 “Overall Performance of the Company”, the Company continued to observe net losses.

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1.6

LIQUIDITY

1.7

CAPITAL RESOURCES

During the fiscal year ended June 30, 2008, the Company arranged two private placements at $0.12 and $0.15 per Unit. The Company raised a total of $765,000 by issuing a total of 5,500,000 Units of the Company’s Common Shares and Warrants. Each warrant entitled the holder to purchase one additional Common Share at an exercise price of $0.24 or $0.30, respectively, for the first year following the closing date and thereafter at an exercise price of $0.36 or $0.45, respectively, for the second year after the closing date. The estimated fair value of Warrants, being $279,052, was allocated to the contributed surplus for Warrants. The estimated fair value of Warrants was calculated as at the date of grant using Black-Scholes pricing model. The net proceeds will be used for general working capital.

During the fiscal year ended June 30, 2008, the Company received $1,918,200 from the exercise of 11,086,500 Warrants at an exercise price range of $0.10 to $0.30 and 650,000 Options at an exercise price range of $0.10 to $0.11. Warrant values of $385,149 previously recorded in contributed surplus for warrants and option values of $29,000 previously recorded in contributed surplus for options were credited to share capital.

At the time of this report, the Company has sufficient working capital to pursue its development plans and to fund its operations. However, there can be no guarantee that the Company will derive any proceeds from the exercise of outstanding warrants and options. There is no assurance that additional funding will be made available to the Company to fulfill its business objectives. In additional there can be no assurance that the Company will be able to obtain adequate financing in the future to fulfill its business objectives or that the terms of such financing will be favourable. Many of the Company’s products still require further development, laboratory testing and human testing in order to obtain required regulatory approvals. A lack of funds will impair the ability of the Company to complete such tests. A lack of funds will also impair the Company’s ability to establish marketing and sales plans once the products have been approved for sale. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. The Company may seek such additional financing through debt or equity offerings, which might alter the capital structure of the Company, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

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1.8

COMMITMENTS AND AGREEMENTS

Effective January 1, 2006, the Company entered into an agreement to lease its office premises over a period of one year. After the first year, a holding over provision is instituted in which the landlord accepts rent from the Company, the new tenancy is a month to month tenancy, subject to the terms and covenants of the lease which are applicable to a month to month tenancy, except that:

(1)

it will be subject to termination by the Landlord on one week's written notice to the Tenant;

(2)

there will be no right of renewal; and

(3)

the monthly Basic Rent payable will be increased by 50% above the monthly basic rent last payable under the lease. This condition has not been imposed on the Company by the landlord because the space has been subjected to an extended period of renovation, the rented area has been has changed and the landlord is a company controlled by a director of the Company.

The Company’s minimum lease payment obligations under the agreement as at July 1, 2008, totaled $26,320, payable in the 2009 fiscal year.

The Agreement with Fuzhou Xinmei Biotech Co. Ltd. (“Fuzhou”), which allowed manufacturing and marketing in Fujian province in China, was transferred to He-Yi She Ye Limited (“He-Yi”) and expanded to cover marketing in all of China. Prior to that transfer of rights, the agent for Fuzhou secured a Certificate of Approval, on August 31, 2006, from the Fujian Centre of Disease Control for T³6^®Disinfectant after passing all of the required tests. This certificate allowed the agent for Fuzhou to apply to the Chinese National Centre for Health Inspection and Supervision for approval to manufacture T³6^®Disinfectant for sale in China and for export. The registration of T³6^®Disinfectant in China was expanded beyond disinfection of inanimate objects, such as hospital equipment and instruments, to also allow external use on humans, including use as a first-aid antiseptic and hand sanitizer. He-Yi has provided a fully equipped manufacturing facility according to the specifications provided by ALDA, to produce the ALDA products. He-Yi will have the right to distribute ALDA’s products in China subject to ALDA’s approval of each distributorship.

1.9

OFF-BALANCE SHEET ARRANGEMENTS

The Company is not aware of any off-balance sheet transactions requiring disclosure.

1.10

TRANSACTIONS WITH RELATED PARTIES

During the year ended June 30, 2008, the Company paid consulting fees of $288,813 (2007: $120,000) to companies controlled by directors of the Company.

Effective June 1, 2008, the Company entered into consulting agreements with the management of the Company.

During the year ended June 30, 2008, the Company paid rent of $24,737 (2007: $28,371) to a company controlled by a director of the Company.

During the year ended June 30, 2008, the Company collected the Subscription receivable of $293,600, of which $105,000 was owing from directors of the Company.

During the year ended June 30, 2008, the Company recorded stock based compensation of $562,427 (2007: $131,500) to directors and companies controlled by a director of the Company.

These transactions were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

ALDA Pharmaceuticals Corp. 2008 20F

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1.11

FOURTH QUARTER EVENTS, 2008

During the three month period ended June 30, 2008, the Company received funds of $175,700 from the exercise of 690,000 Warrants. The Company’s sales were $73,359 which is close to the average sales recorded per quarter for the last 7 quarters. General and administration expenses were increased to $769,674 for the three month period ended June 30, 2008 as compared to $298,275 for the same corresponding quarter last year. The difference was primarily due to granting of stock options on May 2, 2008 where $535,828 was being recognized as a non-cash compensation expense, laboratory testing of the T³6^®formulation undertaken by Bioscience Laboratories, Inc. and payments to regulatory and marketing consultants. During the quarter, He-Yi She Ye Limited (“He-Yi”), ALDA’s agent in China, completed a pilot production of ALDA’s T³6^® Disinfectant and secured sales contracts in China. In addition, the Company was working on finalizing the packaging and label designs for the retail products. Health Canada issue DIN 02314320 for the T³6^® Antiseptic Hand Sanitizer.

There were no significant year-end adjustments except that certain comparative figures for the quarter have been reclassified to conform to the presentation adopted for the quarter ended June 30, 2008.

1.12

PROPOSED TRANSACTIONS

The Company is not aware of any proposed transactions requiring disclosure.

1.13

CRITICAL ACCOUNTING ESTIMATES

The preparation of the financial statements in conformity with Canadian GAAP requires management to make estimates and assumptions that affect the amounts reported of assets and liabilities, the disclosure of contingent assets and liabilities at the date of financial statements and the amounts of revenues and expenses for the reporting period. The areas of estimation are the stock-based compensation, estimated useful lives of depreciable assets, and intellectual property. The Company believes that the estimates and assumptions upon which it relies are reasonable and are based on information available to the Company at the time that estimates and assumptions are made. Actual results could differ from those estimates.

1.14a

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION

Effective July 1, 2001, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants Accounting Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments ("CICA 3870"). During the year ended June 30, 2004, CICA 3870 was amended to require the use of the fair value-based method to account for stock Options granted to employees. In accordance with the revised recommendations, the Company has prospectively applied the fair value-based method to all stock Options granted to employees on or after July 1, 2003, whereby compensation cost is measured at fair value at the date of grant and is expensed over the vesting period.

Effective July 1, 2003, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants Handbook, Section 3063, Impairment of long-lived assets ("CICA 3063"). The new recommendations were applied prospectively to all long-lived assets held for use by the Company after July 1, 2003.

The financial statements include a note providing reconciliation to United States Generally Accepted Accounting Standards (“GAAS”).

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1.14a

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION (continued)

Patent application and development costs include all expenditures attributable to efforts by the Company to develop, and bring to commercial production a new product as well as to acquire legal protections for its proprietary products, such as trademarks and patents. Such amounts are charged as an expense in the period incurred except in circumstances where the market and technical feasibility of the product have been established, and recovery of patent application and development costs can reasonably be regarded as assured and future values can be realized, in which case such costs are capitalized. In the latter case, patent application and development costs are amortized on a systematic basis over the patent life of 20 years. The carrying amounts of intangible assets which are determined to have a finite useful life are amortized on a systematic basis over the useful life of 20 years. At this time, no patent costs or intangible assets are capitalized.

Section 3251 – Equity – In addition to Section 1530 (Comprehensive Income), this section establishes standards for the presentation of equity and changes in equity during the reporting period.

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1.14a

CHANGES IN ACCOUNTING POLICIES INCLUDING INITIAL ADOPTION (continued)

Cash and equivalents

Held for trading

Accounts receivable

Loans and receivable

Prepaids expenses and others

Loans and receivable

Subscriptions receivable

Loans and receivable

Accounts payable and accrued liabilities

Other financial liabilities

It is management’s opinion that the Company is not exposed to significant interest, currency, credit, and liquidity risk arising from these financial instruments. The Company has transactions dominated in US dollars but exposure to currency risk is immaterial. The Company mitigates its exposure to credit risk by maintaining its primary operating accounts with chartered bank in Canada and constantly monitoring credit standing of counterparties. The Company manages its liquidity risk through the management of its capital as described in note 14. The Company does not use financial derivatives.

Section 1535- Capital Disclosures – This section establishes standards for disclosing information about an entity’s capital and how it is managed. It requires the disclosure of the entity’s objectives, policies and processes for managing capital as well as summary quantitative data on the elements included in the management of capital.

Section 3031 – Inventories – This section establishes standards for measuring the inventories. The new standards require that the inventories shall be measured at the lower of cost and the net realizable value. This section provides guidelines on the determination of cost and its subsequent recognition as an expense, including any write-down to net realizable value and reversal of a previous write-down when the value of inventories is evidently increased due to the change in economic circumstances. The use of last-in, first-out method (LIFO) in measuring inventories is not recommended. This section applies to interim and annual financial statements for fiscal years beginning on or after January 1, 2008. The Company is evaluating the effect of adopting this new standard.

Section 3064 –Goodwill and Intangible Assets– The replacement of Section 3062 establishes standards for the recognition, measurement, presentation and disclosure of goodwill and intangible assets. The Company is evaluating the impact of this new standard.

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1.14b

FUTURE CHANGES IN ACCOUNTING POLICIES

As announced by the Canadian Accounting Standards Board (“AcSB”), the financial reporting requirements for Canadian companies will be changed to the use of International Financial Reporting Standards (“IFRS”), replacing Canada’s own GAAP. The changeover date for publicly-listed companies is 2011. The Company has begun reviewing the IFRS for 2011. At this time, the Company has not yet determined the financial reporting impact due to the change of new reporting standards.

1.15

FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and equivalents, accounts receivable, subscriptions receivable, accounts payable and accrued liabilities. The fair value of these instruments approximates their carrying values except where otherwise noted. It is management's opinion that the Company is not exposed to significant interest, currency, or credit risk arising from these financial instruments except where otherwise noted.

1.16

OTHER MD&A REQUIRMENTS

(a)

Additional Information

Additional information relating to the Company can be found on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) database at www.sedar.com.

Additional relevant disclosure, such as expensed research and development costs, general and administration expenses, material costs, whether capitalized, deferred or expensed are disclosed in the accompanying financial statements for the year ended June 30, 2007 as allowed in NI 51-102, Section 5.3 (3).

(b)

Disclosure of Outstanding Share Data

The following table summarizes our outstanding share capital as at:

Security In number

For the year ended

June 30, 2008

The reporting date

October 28, 2008

Each class and series of voting or equity securities for which there are securities outstanding:

Common Shares

49,511,799

49,891,799

Each class and series of securities for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities

Stock Options

Warrants

Convertible Debentures

4,800,000

6,677,500

4,420,000

6,677,500

Each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities above

Common Shares

Fully diluted

11,040,000

60,989,299

11,040,000

60,989,299

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1.16

OTHER MD&A REQUIRMENTS (continued)

(c)

Disclosure Controls and Procedures

The management of ALDA is responsible for establishing and maintaining disclosure controls and procedures for the Company and has designed such disclosure controls and procedures, or caused them to be designed under ALDA management’s supervision, to provide reasonable assurance that material information relating to the Company, including its consolidated subsidiaries, is made known to ALDA management by others within those entities particularly during the period covered by this MD&A.

ALDA management has evaluated the effectiveness of the Company’s disclosure controls and procedures for the period covered by this MD&A and based on that evaluation, the management has concluded that the disclosure controls and procedures are effective.

(d)

Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Management has considered the effectiveness of design of the Company’s internal controls and procedures over financial reporting and has noted weaknesses in internal controls over financial reporting such as a lack of segregation of duties because of limited staff members.

Management intends to initiate steps to remedy the noted shortcomings over the next fiscal year by carrying out a management assessment of the weaknesses with a view to improving areas where weaknesses exist and implementing procedures aimed at minimizing the risk of material error in its financial reporting.

1.17

SUBSEQUENT EVENTS

Subsequent to the year ended June 30, 2008, 380,000 options at an exercise price of $0.10 per options were exercised and shares were issued for total gross proceeds of $38,000.

On July 23, 2008, the Company announced in a news release that Drug Identification Number (“DIN”) 02314320 was received from Health Canada that approving the marketing of its Antiseptic Hand Sanitizer in Canada.

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ALDA PHARMACEUTICALS CORP.

CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

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“Forging strong relationships. Providing clear business advice”

[alda200820ffinal005.gif]

AUDITORS' REPORT

To the Shareholders of ALDA Pharmaceuticals Corp.

We have audited the consolidated balance sheets of ALDA Pharmaceuticals Corp. ("the Company") as at June 30, 2006 and 2005 and the consolidated statements of operations and deficit and cash flows for the years ended June 30, 2006, 2005 and 2004. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

In our opinion these consolidated financial statements present fairly, in all material respects, the financial position of the company as at June 30, 2006 and 2005 and the results of its operations and its cash flows for the years ended June 30, 2006, 2005 and 2004 in accordance with Canadian generally accepted accounting principles.

Vancouver, Canada

September 15, 2006

[alda200820ffinal007.gif]

BERRIS MANGAN ELLIOTT SHIKAZE GALBRAITH AXWORTHY INFANTI

A PARTNERSHIP OF INCORPRATED PROFESSIONALS

1827 West 5^th Avenue

Vancouver, BC V6J 1P5

604.682.8492 tel

604.683.4782 fax

www.berrismangan.com

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“Forging strong relationships. Providing clear business advice”

[alda200820ffinal009.gif]

COMMENTS BY AUDITORS FOR U.S READERS ON CANADA-U.S. REPORTING DIFFERENCE

In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as those described in Note 1 to the financial statements. Our report to the shareholders dated September 15, 2006 is expressed in accordance with Canadian reporting standards which do not require a reference to such events and conditions in the auditors' report when these are adequately disclosed in the financial statements.

Vancouver, Canada

September 15, 2006

[alda200820ffinal011.gif]

BERRIS MANGAN ELLIOTT SHIKAZE GALBRAITH AXWORTHY INFANTI

A PARTNERSHIP OF INCORPRATED PROFESSIONALS

1827 West 5^th Avenue

Vancouver, BC V6J 1P5

604.682.8492 tel

604.683.4782 fax

www.berrismangan.com

ALDA Pharmaceuticals Corp. 2008 20F

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ALDA PHARMACEUTICALS CORP. 1.

CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN CANADIAN DOLLARS)

AS AT JUNE 30


	2006	2005
ASSETS
Current Assets
Cash and equivalents	$ 28,480	$ 71,663
Receivables	29,056	32,105
Inventory	31,280	43,668
Prepaids	3,857	12,989
Note receivable (Note 5)	-	7,988

	92,673	168,413

Property and Equipment (Note 6)	8,199	16,480

Intangible Assets (Note 7)	116,000	116,000

	$ 216,872	$ 300,893
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$ 59,504	$ 29,865
SHAREHOLDERS' EQUITY

Share Subscriptions Received (Note 8a)	25,000	-

Share Capital (Note 8b)	2,094,770	1,856,285

Deficit	(2,041,701)	(1,663,400)

	157,368	271,028

	$ 216,872	$ 300,893

Commitments (Note 12)

See accompanying notes to the financial statements

Approved By The Directors

"Terrance Owen"

Director
--------------------------------------------------------

"Peter Chen"

Director
--------------------------------------------------------

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ALDA PHARMACEUTICALS CORP. 2.

CONSOLIDATED STATEMENTS OF OPERATIONS AND DEFICIT

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30


	2006	2005	2004

Sales	$ 223,586	$ 239,271	$ 111,363

Cost Of Sales	142,379		150,075

Gross Profit (Loss)	81,207	89,196	(11,479)

Expenses
Advertising and promotion	12,169	27,685	26,456
Amortization	8,281	8,217	4,382
Conferences	666	12,035	11,437
Consulting (Notes 14(a) and (c))	183,218	210,561	224,622
Filing fees	22,834	21,544	20,262
Interest and bank charges (Note 14(d))	1,568	1,685	2,055
Investor relations	52,808	90,779	59,038
Legal and accounting	63,178	57,833	45,763
Office and miscellaneous	25,450	30,426	28,564
Product development	-	-	2,100
Product registration	18,377	54,293	38,280
Rent (Notes 14(b))	30,912	25,265	21,562
Travel	3,252	4,512	6,402
Wages and benefits	75,903	97,389	45,660

	498,616	642,224	536,583

Loss before other items	(417,409)	(553,028)	(548,062)

Impairment loss on intangible assets (Note 7)	-	(245,000)	(179,000)
Gain (loss) on legal settlements (Note 10a)	37,383	-	(10,000)

Loss from operations	(380,026)	(798,028)	(737,062)

Interest income	1,725	1,727	5,583

Loss For The Year	(378,301)	(796,301)	(731,479)

Deficit, Beginning of Year	(1,663,400)	(867,099)	(135,620)

Deficit, End of Year	$ (2,041,701)	$ (1,663,400)	$ (867,099)

Basic and diluted loss per share	$ 0.02	$ 0.06	$ 0.08

Weighted average number of shares outstanding	17,857,709	13,663,856	9,027,179

See accompanying notes to the financial statements

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ALDA PHARMACEUTICALS CORP. 3

CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30


	2006	2005	2004

Cash Provided By (Used For)

Operating Activities
Net loss for the year	$ (378,301)	$ (796,301)	$ (731,479)
Items not involving cash:
Amortization	8,281	8,217	4,382
Stock-based compensation (Note 8(d))	1,156	16,237	23,701
Impairment loss on intangible assets	-	245,000	179,000

	(368,864)	(526,847)	(524,396)

Changes in non-cash working capital items:
Decrease (increase) in receivables	3,049	22,544	(39,729)
Decrease (increase) in inventory	12,388	101,248	(129,916)
Decrease (increase) in prepaids	9,132	(984)	(12,005)
Increase (decrease) in accounts payable and accrued liabilities	29,639	(677)	(49,414)

	(314,656)	(404,716)	(755,460)

Investing Activities Deferred acquisition costs	-	-	(45,555)
Purchase of property and equipment	-	(642)	(26,617)
Advances of note receivable	-	-	(44,520)
Repayments of note receivable	7,988	-	35,012

	7,988	(642)	(81,680)

Financing Activities Share subscriptions received (refunded)	25,000	-	(39,295)
Loan advances received (repaid)	-	-	(23,604)
Issuance of share capital (net of issue costs)	238,485	250,870	1,086,854

	263,485	250,870	1,023,955

Decrease in Cash and Equivalents	(43,183)	(154,488)	186,815

Cash and Equivalents, Beginning of Year	71,663	226,151	39,336

Cash and Equivalents, End of Year	$ 28,480	$ 71,663	$ 226,151

See accompanying notes to the financial statements

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ALDA PHARMACEUTICALS CORP. 4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Basis of Presentation

These consolidated financial statements include the accounts of ALDA Pharmaceuticals Corp. ("the Company") and its wholly-owned subsidiary, Sirona Therapeutics Corp. ("Sirona"). The name of the subsidiary was changed on January 10, 2006 from ALDA Institute For Preventative Health Care Inc. Sirona is an inactive company, the shares of which were acquired pursuant to the asset purchase agreement described in Note 9.

These financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. At June 30, 2006, the Company has a history of operating losses, and a cumulative deficit of $2,041,701. The Company has yet to achieve a level of revenues adequate to achieve profitability. The Company has also not yet secured patents that it is seeking in respect to its proprietary product. The application of the going concern assumption is dependent on the ability of the Company to obtain necessary patents, to secure sufficient financing, and to develop profitable operations. Management of the Company believes that it will succeed in meeting those objectives, allowing the continued operation of the Company.

Description of Operations

The Company was incorporated under the Company Act of British Columbia on May 30, 2000 and was classified as a Capital Pool Company as defined by the policies of the TSX Venture Exchange ("the Exchange"). The Company completed its required Qualifying Transaction on November 13, 2003 (see Note 9). As a result of the Company completing the Qualifying Transaction, it ceased to be a Capital Pool Company, and its shares resumed trading on the Exchange effective November 19, 2003.

The Company's main business activity is the development, production and marketing of infection control agent products, principally a disinfectant product marketed as "T36" (formerly marketed as "Viralex").

Effective November 26, 2003, the name of the Company was changed from Duft Biotech Capital Ltd. to ALDA Pharmaceuticals Corp.

Significant Accounting Policies

Cash and equivalents

Cash and equivalents include cash and highly liquid market instruments with original terms to maturity of less than ninety days at the time of acquisition.

Accounts receivable

Accounts receivable is presented net of an allowance for doubtful accounts. The allowance for doubtful accounts reflects estimates of probable losses in accounts receivable. The allowance is determined based on balances outstanding for over 90 days at the period end date, historical experience and other current information. The Company extends credit to customers and distributors, and requires credit checks of all new distributors.

Inventory

Inventory of the Company's finished goods and related raw materials is reported at the lesser of cost and estimated net realizable value. Cost is determined using the first in, first out cost flow assumption.

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ALDA PHARMACEUTICALS CORP. 5

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Significant Accounting Policies (continued)

Property and equipment

Property and equipment is recorded at cost and amortized using the following annual rates:

Furniture and fixtures

20%

Straight line

Computer equipment

30%

Straight line

In the year of acquisition, amortization is calculated at one-half of the above-noted rates.

Impairment of long-lived assets

The Company reviews for the impairment of long-lived assets, including property and equipment, held for use, whenever changes in circumstances indicate that the carrying amount of an asset may not be recoverable from expected future cash flows. The assessment of recoverability is made based on projected undiscounted future net cash flows that are directly associated with the asset's use and eventual disposition. The amount of the impairment, if any, is measured as the difference between the carrying amount and the fair value of the impaired assets, and is presented as an impairment loss in the current period.

Intangible assets

The cost of intangible assets which are determined to have an indefinite life, is not amortized, but is tested for impairment on an annual basis, based on a comparison of the fair value of the intangible asset with its carrying amount. The carrying amount is adjusted for impairment as necessary and any excess of the carrying amount over the fair value of the intangible asset is charged to earnings in the current period.

Intangible assets which are determined to have a finite useful life are amortized on a systematic basis over the estimated remaining useful life.

Revenue recognition

The revenue of the Company is primarily derived from the sale of the Company's T36 products. Revenue is recognized at the time of shipment to the customer, and invoicing, provided that collection of the amount billed to the customer is considered reasonably assured. Revenue is recognized net of any expected sales returns. The Company accepts returns of damaged goods and unopened products.

Product development and registration costs

Product development costs include all expenditures attributable to efforts by the Company to develop, and bring to commercial production a new product. Such amounts are charged as an expense in the period incurred except in circumstances where the market and technical feasibility of the product have been established, and recovery of development costs can reasonably be regarded as assured, in which case such costs are capitalized.

Product registration costs related to efforts by the Company to acquire legal protections for its proprietary products, such as trademarks and patents, are expensed when incurred.

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ALDA PHARMACEUTICALS CORP. 6.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Significant Accounting Policies (continued)

Income taxes

Future tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply when the asset is realized or the liability settled. To the extent that the Company does not consider it more likely than not that a future tax asset or portion thereof will be recovered, it provides a valuation allowance.

Stock-based compensation

The Company accounts for stock options issued to employees and directors before July 1, 2003 by the settlement method, which results in no compensation expense. Consideration paid by employees and directors on the exercise of stock options is recorded as share capital. The Company discloses, on a supplemental basis, the pro forma effect of accounting for such stock options as if the fair value based method had been applied, using the Black-Scholes model.

For stock options granted on or after July 1, 2003, the fair value-based method is applied, using the Black-Scholes model. Compensation cost is measured at fair value at the date of grant and is expensed on a systematic basis over the vesting period, taking into account expected forfeiture rates. The fair value of the option granted by the Company is initially reported as contributed surplus. If the option is exercised, the amount is transferred to share capital.

The Company accounts for all stock-based payments to non-employees granted on or after July 1, 2001 using the fair value based method.

Warrants

Proceeds from issuances by the Company of units consisting of shares and warrants are allocated based on the residual method, whereby the carrying amount of the warrants is determined based on any difference between gross proceeds and the fair market value of the shares. If the proceeds from the offering are less than or equal to the estimated fair market value of shares issued, a nil carrying amount is assigned to the warrants.

Earnings per share

Earnings per share is calculated based on the weighted average number of common shares outstanding during the reporting period. Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding in the year.

The Company uses the treasury stock method for calculating diluted earnings per share. Diluted earnings per share is computed similarly to basic earnings per share, except that the weighted average number of common shares outstanding is increased to include additional shares that are potentially issued, if the effect on earnings per share is dilutive. The number of additional shares potentially issued is calculated by assuming that the proceeds from the shares so issued are used to acquire shares of common stock at the average market price during the reported year.

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ALDA PHARMACEUTICALS CORP. 7.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Significant Accounting Policies (continued)

Use of estimates

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting year. Actual results could differ from the estimates.

Adoption Of New Accounting Principles

Stock-based compensation

During the year ended June 30, 2004, the recommendations of the Canadian Institute of Chartered Accountants Accounting Handbook Section 3870 (Stock-based Compensation and other Stock-Based Payments) was amended to require the use of the fair value-based method to account for stock options granted to employees and directors. In accordance with the revised recommendations, the Company prospectively applied the fair value-based method to all stock options granted to employees and directors on or after July 1, 2003, whereby compensation cost is measured at fair value at the date of grant and is expensed over the vesting period.

Impairment of long-lived assets

Effective July 1, 2003, the Company adopted the recommendations of the Canadian Institute of Chartered Accountants Handbook Section 3063 (Impairment of long-lived assets). The new recommendations were applied prospectively to all long-lived assets held for use by the Company after July 1, 2003.

Note Receivable

The balance at June 30, 2005 represents a loan to ALDA (see Note 9) which was fully repaid in the 2006 year, along with accrued interest in the amount of $1,012.

Property and Equipment

a) Property and equipment at June 30, 2006 consisted of the following:

Accumulated

Cost

Amortization

Net

Furniture and fixtures

7,683

5,013

2,670

Computer equipment

22,482

16,953

5,529

$ 30,165

$ 21,966

$ 8,199

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ALDA PHARMACEUTICALS CORP. 8.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Property And Equipment (continued)

b) Property and equipment at June 30, 2005 consisted of the following:

Accumulated

Cost

Amortization

Net

Furniture and fixtures

7,683

3,476

4,207

Computer equipment

22,482

10,209

12,273

$ 30,165

$ 13,685

$ 16,480

Intangible Assets

The intangible assets balance represents the carrying amount of certain intellectual property acquired by the Company as described in Note 9. These assets were determined to have an indefinite life. At June 30, 2006, the net recoverable amount estimated by management of the Company exceeds the carrying amount, so no impairment loss has been recognized for the 2006 year. At June 30, 2005, the carrying cost of the intangible assets was written down to the estimated net recoverable amount, and an impairment loss of $245,000 was charged against earnings for the 2005 year. An impairment loss of $179,000 was charged against earnings for the 2004 year.

The impairment losses are based on revised cash flow projections prepared by management of the Company and the Company's slower than anticipated progress towards securing of legal protections for its proprietary product and development of a market for its product.

The net recoverable amounts were estimated by management of the Company based on expected future cash flows that could be reasonably predicted.

The carrying amount of Intangible Assets was determined as follows:

Original purchase cost (Note 9)

540,000

Impairment loss in 2004

(179,000)

Balance at June 30, 2004

361,000

Impairment loss in 2005

(245,000)

Balance at June 30, 2005 and 2006

116,000

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ALDA PHARMACEUTICALS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity

(a) Share Subscriptions Received

At June 30, 2006, the Company had received amounts totalling $25,000 representing subscriptions by purchasers in respect to the private placement described in Note 18(a), to whom shares and warrants had not yet been issued.

Activity relating to share subscriptions is summarized as follows:

Balance at June 30, 2004 and 2005

Share subscriptions received during 2006 year

25,000

Balance at June 30, 2006

$ 25,000

(b) Share Capital

Authorized:

Unlimited common shares, without par value

Effective August 19, 2005, the authorized share capital of the Company was increased to an unlimited number of common shares without par value.

Issued and outstanding:


	2006			2005			2004
	Number of Shares		Amount	Number of Shares		Amount	Number of Shares		Amount

Balance at beginning of year	15,784,404	$	1,856,285	12,784,404	$	1,607,620	2,451,475	$	279,309
Private placement (i)	-		-	-		-	346,666		52,000
Asset purchase (ii)	-		-	-		-	3,711,263		262,457
Shares issued to sponsor (ii	-		-	-		-	75,000		15,000
Public offering (iii)	-		-	-		-	6,000,000		1,200,000
Shares issued to agent (iii)	-		-	-		-	200,000		40,000
Private placement (iv)	-		-	3,000,000		300,000	-		-
Private placements (v)	5,016,000		250,800	-		-	-		-
Share issue costs	-		-	-		(51,335)	-		(241,146)

Balance at end of year	20,800,404	$	2,094,770	15,784,404	$	1,856,285	12,784,404	$	1,607,620

During the 2004 year, the Company completed a private placement of 346,666 common shares of the Company at a price of $0.15 per share.

ii)

Effective November 13, 2003, the Company completed a Qualifying Transaction as described in Note 9. As part of the consideration paid, the Company issued 3,711,263 common shares. The Company also issued 75,000 common shares at a deemed price of $0.20 per share in payment of fees to a sponsoring broker in connection with the Qualifying Transaction.

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ALDA PHARMACEUTICALS CORP.

10.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Issued and outstanding (continued):

iii) Effective November 13, 2003, the Company completed a brokered public offering of 6,000,000 units at a price of $0.20 per unit for gross proceeds of $1,200,000. Each unit consisted of one common share of the Company and one non-transferable share purchase warrant. Each share purchase warrant entitled the holder to acquire one common share of the Company at a price of $0.30 per share, for a period of 18 months following the closing date.

Under an agency agreement in respect to the offering, the Company paid to the agent a cash commission of $120,000 and an administration fee of $7,500, and granted agent warrants to purchase up to 900,000 common shares of the Company at an exercise price of $0.20 per share, for a period of 18 months following the closing date, which vested immediately. The agent was also issued 200,000 units consisting of one common share at a deemed price of $0.20 per share and one share purchase warrant. Each share purchase warrant entitled the agent to purchase one common share of the Company at a price of $0.30 per share for a period of 18 months following the closing date.

iv)

On March 15, 2005, the Company completed a private placement of 3,000,000 units of the Company at a price of $0.10 per unit for gross proceeds of $300,000. Of the units issued, 795,000 units were placed on a non-brokered basis, and 2,205,000 units were placed on a brokered basis. Each unit consisted of one common share of the Company and one share purchase warrant, each warrant entitling the holder to purchase one common share at a price of $0.20 per share for a period of 18 months following the closing date. In connection with the brokered private placement, the Company paid a cash commission of 10% of the gross proceeds, a corporate finance fee of $10,000 and legal and other costs totaling $17,080. The Company also issued 220,500 agent warrants, each warrant entitling the agents to purchase one common share of the Company, at a price of $0.20 per share for a period of 18 months following the closing date.

On December 23, 2005, the Company completed a private placement of 3,916,000 units of the Company at a price of $0.05 per unit for gross proceeds of $195,800. Each unit consists of one common share of the Company and one share purchase warrant, each warrant entitling the holder to purchase one common share at a price of $0.10 per share for a period of 12 months following the closing date. Legal fees in the amount of $5,352 were incurred in connection with the private placement.

On June 22, 2006, the Company completed a private placement of 1,100,000 units of the Company at a price of $0.05 per unit for gross proceeds of $55,000. Each unit consists of one common share of the Company and one share purchase warrant, each warrant entitling the holder to purchase one common share at a price of $0.10 per share for a period of 12 months following the closing date. Legal fees in the amount of $6,963 were incurred in connection with the private placement.

Escrowed shares

Included in issued share capital at June 30, 2006 are 733,163 common shares held in escrow, which are released on a staged basis, with a release occuring every six months. During the 2006 year, 1,466,324 common shares were released from escrow (2005: 1,466,318).

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ALDA PHARMACEUTICALS CORP.

11.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Stock options

A summary of the Company's stock options, and changes during each year is presented below:


		Year Ended June 30, 2006				Year Ended June 30, 2005				Year Ended June 30, 2004
		Number of Shares	Weighted Average Exercise Price			Number of Shares	Weighted Average Exercise Price		Number of Shares		Weighted Average Exercise Price

Outstanding, beginning of year	1,290,000			$0.19	990,000		$0.19	237,647				$0.17
Granted during year
-consultants ((ii) / (iii))	-			-	-		-	390,000				0.20
-directors ((i) / (iv))	-			-	200,000		0.20	362,353				0.20
-employees (v)	-			-	100,000		0.20	-				-
Expired during the year	(752,353)			0.20	-		-	-				-
Outstanding, end of year	537,647			$0.19	1,290,000		$0.19	990,000				$0.19

The following table summarizes information about stock options outstanding at June 30, 2006:


Number of Shares		Exercise Price	Expiry Date	Number Exercisable

237,647	$	0.17	July 31, 2006	237,647
100,000	$	0.20	August 1, 2006	100,000
100,000	$	0.20	December 22, 2006	100,000
20,000	$	0.20	February 28, 2007	20,000
80,000	$	0.20	April 4, 2007	80,000
537,647				537,647

(i)

During the 2004 year, the Company granted options to acquire 362,353 common shares to directors of the Company. The options have an exercise price of $0.20 per share, and are exercisable for a period of two years from the date of grant. The options vested immediately. The estimated fair value of the options of $14,494 ($ 0.04 per share) was recognized for the 2004 year.

(ii)

During the 2004 year, the Company granted options to acquire 190,000 common shares to consultants of the Company. The options have an exercise price of $0.20 per share and are exercisable for a period of two years from the date of grant. Options to acquire 150,000 shares vested immediately, and options to acquire 40,000 shares vested over a one year period. Of the total expense related to the estimated fair value of the options ($0.04 per share), $925 was recognized for the 2005 year and $6,675 for the 2004 year.

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ALDA PHARMACEUTICALS CORP.

12.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Stock options (continued)

(iii)

During the 2004 year, the Company granted options to acquire 200,000 common shares of the Company to consultants providing investor relations services to the Company. The options have an exercise price of $0.20 per share, and are exercisable for a period of two years from the date of grant. Options to acquire 100,000 shares vest over a two year period, and options to acquire another 100,000 shares vested over a one year period. The options have an estimated fair value of $8,000 ($0.04 per share). The related expense was charged to operations over the vesting periods ($1,156 for the 2006 year; $4,312 for the 2005 year; and $2,532 for the 2004 year).

(iv)

During the 2005 year, the Company granted options to acquire 200,000 common shares of the Company to two directors. The options have an exercise price of $0.20 per share and are exercisable for a period of two years from the date of grant. The options vested immediately. The estimated fair value of the options of $6,000 ($0.03 per share) was recognized for the 2005 year.

(v)

During the 2005 year, the Company granted options to acquire 100,000 common shares of the Company to an employee. The options have an exercise price of $0.20 per share and are exercisable for a period of two years from the date of grant. The options vested immediately. The estimated fair value of the options of $5,000 ($0.05 per share) was recognized for the 2005 year.

Stock-based compensation expense is presented in the Statement of Operations and Deficit as follows:


	2006	2005	2004
Consulting Investor relations Wages and benefits	$ - 1,156 -	$ 925 4,312 11,000	$ 6,675 2,532 14,494
Total stock-based compensation	$ 1,156	$ 16,237	$ 23,701

The fair value-based accounting method was applied to all stock options granted during the 2005 and 2004 years. No options were granted during the 2006 year.

The fair value of each option was estimated as at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions:

2005

2004

Dividend yield

Expected volatility

81%

42%

Risk free interest rate

3.12%

2.25%

Expected average option term

2 years

Had compensation expense for the Company's stock-based employee compensation plan been determined for each year based on the fair value at the grant date for options granted before July 1, 2003, the Company's net loss and loss per share would have been as follows:

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ALDA PHARMACEUTICALS CORP.

13.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Stock options (continued)

2006

2005

2004

Loss for the year - as reported

378,301

796,301

731,479

Loss for the year - pro forma

378,301

796,301

731,479

Loss per share - as reported

0.02

0.06

0.08

Loss per share - pro forma

0.02

0.06

0.08

The Black-Scholes model, used by the Company to calculate option values was developed to estimate fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differs from the Company's stock option awards. This model also requires highly subjective assumptions, including future stock price, volatility, and expected time until exercise, which greatly affect the calculated values.

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ALDA PHARMACEUTICALS CORP.

14.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Warrants

The Company has issued warrants entitling the holders to acquire common shares of the Company. A summary of changes in unexercised warrants is presented below.


	Warrants @ $0.30 (1)	Warrants @ $0.235 (2)	Agent Warrants @ $0.20 (3)	Warrants @ $0.30 (4)	Warrants @ $0.20 (5)	Agent Warrants @ $0.20 (6)	Warrants @ $0.10 (7)	Warrants @ $0.10 (8)	Total
Outstanding, June 30, 2003	-	-	-	-	-	-	-	-	-
Granted during year	6,000,000	-	900,000	200,000	-	-	-	-	-
Outstanding, June 30, 2004	6,000,000	-	900,000	200,000	-	-	-	-	7,100,000
Granted during year	-	-	-	-	3,000,000	220,500	-	-	3,220,500
Cancelled on repricing	(6,000,000)	-	-	-	-	-	-	-	(6,000,000)
Granted on repricing	-	6,000,000	-	-	-	-	-	-	6,000,000
Expired during year	-	-	(900,000)	(200,000)	-	-	-	-	(1,100,000)
Outstanding, June 30, 2005	-	6,000,000	-	-	3,000,000	220,500	-	-	9,220,500
Granted during year	-	-	-	-	-	-	3,916,000	1,100,000	5,016,000
Expired during year	-	(6,000,000)	-	-	-	-	-	-	(6,000,000)
Outstanding, June 30, 2006	-	-	-	-	3,000,000	220,500	3,916,000	1,100,000	8,236,500

(1) Exercisable until May 14, 2005, granted pursuant to public offering (Note (b)(iii))

(2) The terms of the warrants in (1) were amended during the 2005 year to reduce the exercise price to $0.235 per share, exercisable until November 13, 2005.

(3) Exercisable until May 14, 2005, granted pursuant to public offering (Note (b)(iii))

(4) Exercisable until May 14, 2005, granted pursuant to public offering (Note (b)(iii))

(5) Exercisable until September 15, 2006, granted pursuant to private placement (Notes (b)(iv))

(6) Exercisable until September 15, 2006, granted pursuant to private placement (Note (b)(iv))

(7) Exercisable until December 22, 2006, granted pursuant to private placement (Note (b)(v))

(8) Exercisable until June 22, 2007, granted pursuant to private placement (Note (b)(v))

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15.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Shareholders' Equity (continued)

Warrants (continued)

The fair value of agent warrants to acquire 220,500 common shares of the Company at a price of $0.20 per share, as described in Note 8(b)(iv), was estimated to be approximately $0.01 per warrant (totaling $2,205), using the Black-Scholes option pricing model.

The fair value of agent warrants to acquire 900,000 common shares of the Company at a price of $0.20 per share, as described in Note 8(b)(iii), was estimated to be approximately $0.04 per warrant (totaling $36,000), using the Black-Scholes option pricing model.

Contributed surplus

Contributed surplus at June 30, 2006, 2005 and 2004, and activity during the 2006, 2005 and 2004 years, are summarized as follows:


	2006	2005	2004
Balance, beginning of year	$ 78,143	$ 59,701	$ -
Warrants issued to agent (Note 8(e))	-	2,205	36,000
Options issued to employees (Note 8(d)(v))	-	5,000	-
Options issued to consultants (Note 8(d)(ii) and (iii))	-	6,000	14,494
Balance, end of year	1,156	5,237	9,207
	$ 79,299	$ 78,143	$ 59,701

Asset Purchase Agreement

Effective November 13, 2003 the Company completed a purchase of assets of ALDA Pharmaceutical Inc. (subsequently 513947 B.C. Ltd.) ("ALDA"). This acquisition represented the Company's "Qualifying Transaction" pursuant to the policies of the TSX Venture Exchange (the "Exchange") as they relate to Capital Pool Companies. The Asset Purchase Agreement provided for the Company to purchase substantially all of the assets and undertaking of ALDA, principally comprised of certain intellectual property rights of ALDA related to an infection control agent product developed by it (including certain drug identification numbers, and trademark and patent applications), as well as inventory, capital assets, the shares of ALDA Institute For Preventative Health Care Inc., a non-competition agreement, and certain contracts, for a deemed purchase price of $800,000. The deemed purchase price was paid by the Company by the issuance of 3,711,263 common shares (the "Payment Shares") to ALDA at a deemed price of $0.20 per share, and the set off of a loan and accrued interest totaling $57,747 owing by ALDA to the Company. The Payment Shares are subject to an escrow agreement under which ten percent of the shares subject to escrow were released on November 14, 2003. An additional fifteen percent of the shares are to be released after every six month period commencing November 14, 2003, the first release occurring May 14, 2004.

Under the Asset Purchase Agreement, the Company assumed responsibility for all obligations arising subsequent to November 13, 2003 pursuant to any leases, contracts and licenses of ALDA, which relate to the former business of ALDA.

Cash expenditures were incurred by the Company in respect to the asset purchase transaction totaling $219,796.

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ALDA PHARMACEUTICALS CORP. 16.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

Asset Purchase Agreement (continued)

The purchase cost was determined based on estimated fair value of assets acquired, allocated as follows:

Intangible assets (intellectual property)

$ 540,000

Inventory

15,000

Total

$ 555,000

The corresponding amounts assigned to consideration given by the Company for the assets purchased were as follows:

Cash (transaction costs)

219,796

Loan due from ALDA

57,747

Share capital - sponsor

15,000

Share capital - vendor

262,457

555,000

10.

Legal Settlements

A company opposing a trademark application made in Canada by ALDA (see Note 9) commenced legal proceedings during the 2003 year claiming damages in respect to alleged infringement of trademark. ALDA had filed a Statement of Defence. The Statement of Claim was subsequently amended to add the Company as a defendant in the action.

Effective May 23, 2005, the Company entered into a settlement agreement with the claimant, whereby the Company agreed to terminate the use, and application for registration of, the trademark "Viralex". The Company was required to discontinue the use of the trademark in advertising and other promotional disclosures, liquidate its inventory of goods bearing the trademark "Viralex", and rename the Viralex product within twelve months from the date of the agreement, in consideration for payment of $30,000 (US). These funds were held in escrow by the Company's lawyer until the Company issued a press release regarding the settlement of the trademark dispute, and withdrew its application for the "Viralex" trademark, which occurred during the 2006 year.

On August 2, 2005, the Company received the proceeds from the settlement totalling $37,383 ($30,000 (US)). The proceeds are reported in the Statement of Operations and Deficit as a gain on legal settlement for the 2006 year.

b) During the 2004 year, the Company paid an amount of $10,000 in settlement of a legal claim made by a competitor relating to certain promotional disclosures made by the Company.

11.

Major Customers

The revenue of the Company for the 2006 year from each of four customers exceeded 10% of total revenue (2005: five customers; 2004: three customers). Revenue from these customers totaled $149,544 (2005: $175,958; 2004: $47,007).

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17.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

12.

Commitments

a) Effective January 1, 2006, the Company entered into an agreement to lease its office premises with a term of one year. The Company's remaining minimum lease payment obligations under the agreement as at June 30, 2006 totalled $17,070, payable in the 2007 year.

b) During the 2006 year, the Company entered into an agreement with its product supplier. Under the agreement, the supplier assumes all the costs of manufacturing the Company's T36 products, and as consideration, receives a percentage, ranging from 40% to 65%, of the Company's selling price. The supplier also has a right of first refusal to manufacture other products for the Company. The agreement may be terminated by either party with 90 days written notice.

c) The Company has entered into agreements with third parties in other countries in respect to the manufacturing and distribution of the Company's products in those countries. Obligations of the Company in respect to these agreements will arise when necessary government approvals in those countries are obtained and sales commence.

d) The Company entered into an agreement effective July 21, 2005 with a third party which is to assist the the Company with registration of its T36 product with the United States Environmental Protection Agency. As consideration, the third party is to receive a declining percentage of net sales of the T36 products in the United States ranging from 1 to 7%, commencing 90 days after registration, for a period of seven years.

13.

Income Taxes

As at June 30, 2006, the Company had approximately $1,800,000 of unutilised non-capital losses for tax purposes, which expire commencing in the 2008 year.

The potential future income tax benefit which may arise from claiming these losses has not been reflected in these financial statements, as the Company's ability to realize the benefit is uncertain.

Following is a reconciliation of the expected income tax benefit from the loss for each year based on the applicable statutory income tax rate, to the actual amount:


			2006			2005				2004
Tax asset at statutory rate	$	129,001		34.1%	$		283,483	35.6%	$		267,721	36.6%
Net effect of non-deductible expenses		2,935					97,303				(9,904)

Expected increase in tax asset		131,936					380,786				257,817
Effect of tax rate reduction		(28,640)					(8,397)				(2,706)

Increase in allowance for uncertain realization		(103,296)					(372,389)				(255,111)

Increase in tax asset per financial statements	$	-			$		-		$		-

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18.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

13. Income Taxes (continued)

The income tax effects of losses carried forward and of cumulative temporary differences that give rise to a future tax asset are summarized as follows:

2006

2005

2004

Tax losses carried forward

Temporary differences - intangible assets

Temporary differences - property and equipment

Temporary differences - financing costs

$ 613,800

122,169

5,663

41,394

$ 475,972

140,851

2,964

59,943

$ 267,180

55,138

(15,017)

Tax asset before allowance for uncertain realization

Allowance for uncertain realization

783,026

(783,026)

679,730

(679,730)

307,341

(307,341)

Tax asset per financial statements

$ -

14.

Related Party Transactions

During the 2006 year, the Company incurred consulting fees of $120,000 (2005: $134,000; 2004: $133,001) to companies controlled by directors of the Company.

During the 2006 year, the Company incurred premises rent of $30,912 (2005: $25,265; 2004: $21,562) to a company controlled by a director of the Company.

During the 2006 year, the Company incurred consulting fees of $60,000 (2005: $70,000; 2004: $75,000) to a major shareholder of ALDA, the vendor in the asset purchase agreement described in Note 9.

During the 2004 year, the Company incurred interest expense of $836 to a company controlled by a director in respect to a loan advanced by that company.

These transactions were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.

15.

Statements of Cash Flows - Supplementary Information

a) Cash paid in respect to interest and income taxes was as follows:


	2005	2004	2004
Income taxes paid	$ -	$ -	$ -
Interest paid	$ -	$ -	$ 836

Significant non-cash transactions occurring during the 2006 year were as follows:

(i)

A portion of the estimated fair value of the options granted to consultants described in Note 8(d)(iii), totaling $1,156, was charged to operations for the 2006 year.

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ALDA PHARMACEUTICALS CORP. 19.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

15.

Statements of Cash Flows - Supplementary Information (continued)

Significant non-cash transactions occurring during the 2005 year were as follows:

(i)

The Company issued warrants with an estimated fair value of $2,205, as described in Note 8(e).

(ii)

The Company issued options to directors and employees to acquire 300,000 common shares of the Company, as described in Notes 8(d)(iv) and (v). The estimated fair value of the options, totaling $11,000, was charged to operations for the 2005 year.

(iii)

A portion of the estimated fair value of the options granted to consultants as described in Notes 8(d)(ii) and (iii), totaling $5,237, was charged to operations for the 2005 year.

Significant non-cash transactions occurring during the 2004 year were as follows:

(i)

The Company issued 3,711,263 common shares at an assigned amount of $262,457, and set off a loan receivable from ALDA in the amount of $57,747, in exchange for certain inventory and intangible assets, pursuant to the Asset Purchase Agreement described in Note 9. The Company also issued 75,000 common shares to the sponsor at a deemed value of $15,000.

(ii)

The Company issued 200,000 units at a deemed value of $40,000 to the agent in connection with the public offering described in Note 8(b)(iii).

(iii)

The Company issued warrants with an estimated fair value of $36,000, as described in Note 8(e).

(iv)

The Company issued options to directors and consultants to acquire 752,353 common shares of the Company, as described in Notes 8(d)(i), (ii), and (iii). A portion of the estimated fair value of the options, totaling $23,701, was charged to operations for the 2004 year.

16.

Financial Instruments

The Company's financial instruments consist of cash and equivalents, receivables, accounts payable and accrued liabilities, and share subscriptions received. The fair value of these instruments approximates carrying amounts except where otherwise noted.

It is management's opinion that the Company is not exposed to significant interest, currency, or credit risk arising from these financial instruments except where otherwise noted.

17.

License and Option Agreement

Effective January 11, 2006, the Company entered into an agreement with its wholly owned subsidiary, Sirona, whereby it granted to Sirona an exclusive license in respect to therapeutic applications of the Company's T36 technology including an option to develop and commercialize such applications. The agreement is to expire at the later of 20 years from the date of the agreement and the last expiry of any patent obtained related to the technology. Management of the Company has indicated that the purpose of the agreement is to allow Sirona to pursue independent financing arrangements.

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ALDA PHARMACEUTICALS CORP. 20.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

18.

Subsequent Events

a) On September 13, 2006, the Company completed a non-brokered private placement of 1,430,000 units of the Company at a price of $0.05 per unit, for gross proceeds of $71,500. Each unit consists of one common share of the Company and one non-transferable share purchase warrant entitling the holder to acquire one additional common share of the Company at a price of $0.10 per share for a period of 12 months from the date of issuance of the warrants.

b) Subsequent to June 30, 2006, options to acquire 237,647 common shares of the Company at a price of $0.17 per share and options to acquire 100,000 common shares of the Company at a price of $0.20 per share expired unexercised.

c) Subsequent to June 30, 2006, options to acquire 1,580,000 common shares of the Company at a price of $0.10 per share, exercisable for a period of two years, were granted to certain directors, employees and consultants of the Company, subject to regulatory approval. Options to acquire 300,000 common shares of the Company at a price of $0.10 per share, exercisable for a period of five years subject to certain vesting provisions, were granted to a consultant of the Company, subject to regulatory approval.

d) During the 2005 year, the Company commenced legal action against the competitor described in Note 10(a), unrelated to the settlement, with respect to certain alleged defamatory statements made by the competitor after the settlement was completed. The claim was settled effective July 12, 2006, by an agreement under which the Company is to receive an amount of $15,000 from the competitor. The proceeds of the settlement, net of associated costs, will be recognized in the Statement of Operations for the 2007 year.

19.

Comparative Figures

Certain of the comparative figures for the 2005 and 2004 years have been reclassified to conform to the presentation adopted for the 2006 year.

20.

United States Generally Accepted Accounting Principles

These financial statements have been prepared in accordance with generally accepted accounting principles in Canada ("Canadian GAAP") which are substantially the same as principles applicable in the United States ("US GAAP") and practices prescribed by the United States Securities and Exchange Commission ("SEC"), except for the following:

Stock-based compensation:

Under Canadian GAAP, the Company accounts for stock options issued to employees and directors by the settlement method and discloses, on a supplemental basis, the pro forma effect of accounting for stock options awarded to employees as if the fair value based method had been applied, using the Black-Scholes model, for stock options granted before July 1, 2003. For stock options granted on or after July 1, 2003, the fair value-based method is applied, using the Black-Scholes model. The Company accounts for all stock-based payments to non-employees granted on or after July 1, 2001 using the fair value method.

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21.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

20.

United States Generally Accepted Accounting Principles (continued)

Stock-based compensation (continued):

Under US GAAP, Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation," ("SFAS 123") encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value for options granted prior to December 15, 2005. The Company has chosen the permissable alternative method under SFAS 123 to account for stock-based payments to employees before July 1, 2003 using Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees." ("APB 25"). Under APB 25, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee is required to pay for the stock. There was no such excess amount for stock options granted to employees of the Company prior to July 1, 2003. SFAS 123 requires pro forma disclosure of the fair value of stock-based employee compensation in the financial statements where fair value is not recorded.

Management of the Company has adopted the fair value expense method alternative under SFAS 123 for options granted to employees on or after July 1, 2003, resulting in no difference in the accounting for such options between Canadian and US GAAP.

Comprehensive income:

Product development costs:

Under Canadian GAAP, product development costs are charged as an expense in the period incurred except in circumstances where the market and technical feasibility of the product have been established, and recovery of development costs can reasonably be regarded as assured, in which case such costs are capitalized. US GAAP requires that these expenditures be expensed in the year incurred. The Company has not capitalized any product development costs during the 2006, 2005 and 2004 years.

Reconciliation of Canadian GAAP and US GAAP:

For the years ended June 30, 2006, 2005, and 2004 there were no differences in assets, liabilities and shareholders' equity, loss for the period or cash provided by (used in) operating, investing and financing activities under US GAAP, with the amounts reported in these financial statements.

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22.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(EXPRESSED IN CANADIAN DOLLARS)

FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004

20.

United States Generally Accepted Accounting Principles (continued)

Recent United States Accounting Pronouncements:

Selected recent pronouncements issued by the Financial Accounting Standards Board ("FASB") are summarized below. None of these changes are expected to have a material impact on the financial statements of the Company.

(i)

In December of 2004, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 123 (revised 2004) (Share-Based Payments) ("SFAS 123R"). SFAS 123R is a revision of SFAS 123, and supersedes APB 25. SFAS 123R requires that the fair value of employees awards of share-based payments which are issued, modified, repurchased or cancelled after the implementation date, is to be measured as of the date the award is issued, modified, repurchased or cancelled and the resulting cost recognized in the statement of earnings over the service period. SFAS 123R will be effective for fiscal periods of the Company commencing after June 30, 2006.

(ii)

In December of 2004, the FASB issued Statement of Financial Accounting Standards No. 153 (Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29, Accounting for Nonmonetary Transactions) ("SFAS 153"). SFAS 153 eliminates the exception from fair value measurement for nonmonetary exchange of similar productive assets in paragraph 21(b) of Accounting Principles Board ("APB") Opinion No. 29 and replaces it with an exception for exchanges that do not have commercial substance. SFAS 153 specifies that a nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for fiscal periods beginning after June 15, 2005, and must be applied prospectively.

(iii)

In May of 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which replaced APB Opinion No. 20, “Accounting Changes,” and superseded FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements – an amendment of APB Opinion No. 28.” SFAS 154 requires retrospective application of changes in accounting principle to prior period financial statements, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. SFAS 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.

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[alda200820ffinal013.gif]

ALDA Pharmaceuticals Corp.

635 Columbia Street, New Westminster, British Columbia,V3M 1A7
Telephone:604-521-8300; Facsimile:604-521-8322

Form 51-102F1

Management’s Discussion & Analysis

for the year ended June 30, 2006

October 27, 2006

The statements contained in this report that are not purely historical are forward-looking statements. “Forward looking statements” include statements regarding our expectations, hopes, intentions or strategies regarding the future. Forward looking statements include: statements regarding future products or products or product development; statements regarding future selling, general and administrative costs and research and development spending; and our product development strategy; statements regarding future capital expenditures and financing requirements; and similar forward looking statements. It is important to note that our actual results could differ materially from those in such forward-looking statements.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.1

Date

This Management Discussion and Analysis (“MD&A”) is dated October 27, 2006 and should be read in conjunction with the consolidated financial statements of ALDA Pharmaceuticals Corp. (“ALDA” or the “Company”) for the financial year ended June 30, 2006. All financial information is expressed in Canadian dollars and is prepared in accordance with Canadian generally accepted accounting principles (“GAAP”).

1.2

Overall Performance

On November 13, 2003, ALDA Pharmaceuticals Corp., formerly Duft Biotech Capital Ltd., completed the acquisition of the assets of 513947 BC Ltd. formerly ALDA Pharmaceuticals Inc. (“the Qualifying Transaction”) and a $1.2 Million financing arranged by Canaccord Capital Corporation (“the Financing”).

ALDA has developed a family of wide spectrum, non-toxic, non-corrosive, biodegradable infection control products based on its patent pending T³6^® technology. The emergence of SARS, Norwalk Virus and new strains of influenza have created a market demand for a highly effective, non-toxic and environmentally friendly disinfectant. ALDA’s first product, T³6^® Disinfectant has been tested on over 50 infectious bacteria, viruses and fungi. T ³6^®Disinfectant kills on contact and is virtually 100% effective in destroying all of them, including HIV, Polio, Legionella and the Norwalk-like virus, within a 3-minute period and Tuberculosis within 5 minutes. T³6^® Disinfectant has been approved by Health Canada for use as a hospital grade, surface disinfectant and by the Canadian Food Inspection Agency (CFIA). T³6^® Disinfectant is available through distributors in Canada, the EU and the worldwide web to consumers internationally. The ability to kill Polio and TB means that T³6^®Disinfectant is also acknowledged to be effective against all bacteria and virus including Avian Flu, SARS, Norwalk Virus, HIV, Legionella and Hepatitis.

The market for disinfectant products is competitive. Competitors are already well established in the market for disinfectant products. The introduction of a new product into an existing market can be met with aggressive marketing, price cutting and distribution impediments by competitors. To obtain market share, the Company must penetrate a market with established competitors and to obtain sufficient recognition to be able to displace existing disinfectant products. Substantial funds will have to be spent on marketing and education. Competitors may be developing new technologies and new products that will offer significant improvements over existing products, including those offered by the Company.

Market knowledge of the ALDA name is limited. ALDA will need to devote considerable resources to educate new markets about the Company products it offers. In establishing new markets, the Company will be competing with companies that are potentially already entrenched in such markets or that may be better funded than the Company. ALDA also faces significant costs and risks associated with the protection and exploitation of its intellectual property. Competitors with significantly more resources may have an advantage over the Company in terms of the establishment, protection and exploitation of patents and other intellectual property. All of these factors are material to the Company and its business.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.3

Selected Annual Information


Year Ended On	June 30, 2006	June 30, 2005	June 30, 2004
Revenue⁽¹⁾	$225,311	$240,998	$116,946
Net Loss	$378,301	$796,301	$731,479
Loss Per Share	$ 0.02	$ 0.06	$ 0.08
Diluted Loss Per Share	$ 0.02	$ 0.06	$ 0.08
Total Assets	$216,872	$300,893	$830,764
Long-Term Liabilities	$ 0	$ 0	$ 0

^{(1)Sales plus Interest Income}

During the year ended June 30, 2006, cash decreased by $43,183 to $28,480 compared to $71,633 at the year ended June 30, 2005. The operating losses of $380,026 were offset by two completed rounds of financing. Current assets declined by $75,740 from $168,413 on June 30, 2005 to $92,673 on June 30, 2006. This 45% reduction in current assets was due to a $43,183 decrease in cash, a $3,049 decrease in receivables, a $9,132 decrease in prepaid expenses and a $12,388 decrease in inventory as a result of sales. Current liabilities, consisting of accounts payable and accruals, were increased by $29,639 from $29,865 to $59,504 on June 30, 2006.

1.4

Results of Operations

Sales

For the year ended June 30, 2006 sales were $223,586 compared to $239,271 for the year ended on June 30, 2005 and $111,363 for the seven and one-half month period from November 14, 2003, after completion of the Qualifying Transaction, to June 30, 2004. Sales were generated in 2005 and 2006 were from the sale of the company’s surface disinfectant, T³6^® Disinfectant, through its distributors to the first responders, dental and beauty markets. In 2006, the Company also introduced T³6^® Hand Sanitizer which is also being sold through the same distributors.

Cost of sales

The cost of sales for the year ended June 30, 2006 was $142,379 compared to $150,075 for the year ended on June 30, 2005 and $122,842 for the seven and one-half month period from November 14, 2003, after completion of the Qualifying Transaction, to June 30, 2004. Cost of sales includes the direct costs of the inventory sold during the period plus warehousing costs and handling charges. The higher relative cost of sales observed in the 2004 fiscal year was due to the extra costs associated with starting up the operations of the company.

Gross Profit (Loss)

In 2006, a gross profit of $81,207 was attained, which was in line with the gross profit of $89,196 or 37% in 2005. A loss of $11,479 was encountered for the seven and one-half month period from November 14, 2003, after completion of the Qualifying Transaction, to June 30, 2004.

Advertising and promotion

Advertising and promotion costs for the year ended June 30, 2006 were $12,169 compared to $27,685 for the year ended June 30, 2005 and $26,456 in 2004. Costs in this category were reduced significantly as the Company did not allocate as much advertising as in the 2005 and 2004 fiscal years. Instead of promoting the name of T³6^®Disinfectant in selected trade journals, the Company chose to offer and send samples to selected distributors and customers.

Consulting

Consulting fees for the year ended June 30, 2006 were $183,218 compared to of $210,561 and $224,622, respectively for the years ended June 30, 2005 and 2004. The remuneration of the executives of the company for services provided through their consulting companies was as follows.

$60,000 to 503213 BC Ltd., a company controlled by Dr. Terrance G. Owen, President & CEO, for services related to directing the technical aspects of research and development, product testing, domestic and international product registrations and intellectual property protection; negotiating and establishing international marketing agreements; assisting with domestic and international sales and marketing strategies, marketing materials, internet marketing and investor relations activities; directing the company’s legal and accounting professionals; advising officers and directors of company matters and ensuring that the regulatory requirements of the company are fulfilled.

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MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.4

Results of Operations (continued)

Consulting (continued)

$60,000 to 612480 BC Ltd., a company controlled by Peter Chen CFO, for advising on the financial aspects of research and development, product testing, domestic and international product registrations and intellectual property protection; negotiating and establishing international marketing agreements; assisting with domestic and international sales and marketing strategies, marketing materials, internet marketing and investor relations activities; directing the company’s legal and accounting professionals; advising officers and directors of company matters and ensuring that the regulatory requirements of the company are fulfilled.

$60,000 to 680806 BC Ltd., a company controlled by Dr. Allan Shapiro for advising on and assisting with research and development, marketing and sales, product testing, domestic and international product registrations and intellectual property protection and attending conferences, conducting seminars and training sessions and providing presentations at conferences.

Investor relations

The investor relations activities amounted to $52,808 for the year ended June 30, 2006 of which $20,300 went to Freeform Communications Inc. Since January 7, 2004, the date the first investor relations contracts were established, Freeform Communications Inc., received $41,000 for the full 12 months of the 2005 fiscal year and $25,688 for the 6 months of the 2004 fiscal year. E-Vestor Relations received $14,906 for the services provided from June 30, 2005 to December 16, 2005. During 2005 fiscal year and 2004 fiscal year, E-Vestor received $29,419 and $40,000 respectively. $1,156 was booked as a non-cash expense for stock options granted to E-Vestor. On November 17, 2005, the company engaged the services of Insight Financial Marketing Network Inc. to provide investor relations services. $15,000 was paid to Insight Financial Marketing Network Inc. during the 2006 year. Other investor relations expenses incurred during the 2006 fiscal year were $2,190.24 and $412.00 for the dissemination of news releases provided by Canada Newswire and CCN Matthews respectively.

Legal and accounting fees

Legal and accounting fees were $63,178 for the year ended June 30, 2006 compared to $57,833 and $45,763 for the year ended June 30, 2005 and 2004 respectively. Accounting fees primarily consisted of the cost of the year-end audits and for reviewing the quarterly statements. Legal fees in 2006 included costs for closing of private placements, the completion of legal action against a competitor as announced by the company in a news release dated September 5, 2006, preparing a 20F filing and preparing legal documents for the technology licensing agreement between ALDA and Sirona Therapeutics Corp, the subsidiary of ALDA. The major legal expense incurred in 2005 fiscal year was the settlement of the trademark dispute in between ALDA as announced in a press release dated May 30, 2005. In the 2004 fiscal year, legal costs were incurred for closing the Qualifying Transaction, the Financing associated with the Qualifying Transaction, required regulatory filings and litigation involving a competitor as announced in new releases issued by the company on May 14, 2004 and June 30, 2005.

Product registration

Total costs incurred in this category for the year ended June 30, 2006 was $18,377, compared to $54,293 and $38,280 in the fiscal year ended June 30, 2005 and 2004 respectively. Costs in this category include the fees paid to the regulatory consultants in Canada and the US to pursue the registration of the company’s products in the United Kingdom and the United States. Costs spent on laboratory testing and intellectual property protection are also included in this category.

Wages and benefits

Wages and benefits were $75,903 for the year ended June 30, 2006 compared to $97,389 for the year ended June 30, 2005 and $45,660 for the year ended June 30, 2004. The wages were paid for accounting and administrative assistance and to sales and marketing staff. The wages for 2004 represent roughly half of that since no employees were hired until half way through the 2004 fiscal year.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

Loss from operations

The loss from operations was $417,409 for the year ended June 30, 2006 compared to $553,028 for the year ended June 30, 2005 and $548,062 for the year ended June 30, 2004. Having tighter cost control systems in place in the 2006 fiscal year, ALDA successfully reduced the loss by 24% compared to 2005 fiscal year. The greater losses for the years ended June 30, 2004 and 2005 were mainly due to the costs associated with taking over the business acquired through the Qualifying Transaction. Many initiatives were taken to establish a basis for further growth of the company, including expanding the patent portfolio of the company, protecting the trademarks, seeking expert advice on product regulatory issues, undertaking laboratory tests of T³6^® Disinfectant against new micro-organisms, preparing marketing materials, evaluating manufacturing requirements, undertaking inventory production, seeking out new distributors and customers and other actions expressly intended to increase sales of the company. The losses are also associated with significant one-time costs associated with completion of the Qualifying Transaction the Financing. Comparing to the 2005 fiscal year, 2006 fiscal year sales of T³6^® Disinfectant decreased somewhat due to less marketing and promotion while expenses decreased by approximately 22%. Management remains committed to launch new products, such as the T³6^® Disinfectant Cleaner CONCENTRATE, in the foreseeable future as announced in a news release on May 17, 2005. The pursuit of the new products requires the Company to invest continuously in product development, foreign registrations and intellectual property protection.

Other income (Loss)

Interest income earned from the deposits for the year ended June 30, 2006 was $1,725 compared to $1,727 and $5,583 in the same periods in 2005 and 2004, respectively.

As of June 30, 2006, the intangible asset of the Company was $116,000. No impairment loss has been recognized for the 2006 year as the management of the Company anticipated that the net recoverable amount of the intangible asset exceeds the carrying value; the anticipation was based on the revised calculation of the future cash flows. Originally estimated at $540,000, the intangible asset was written down to $361,000 in 2004 and to $116,000 in 2005 due to the devaluation of the assets purchased by the company for its Qualifying Transaction. The devaluation reduces only the intangible assets of the company and sets up a future tax asset that can be carried forward.

During the 2005 fiscal year, the Company entered into a settlement agreement with the claimant, whereby the Company agreed to terminate the use, and application for registration of, the trademark “Viralex”. The settlement agreement required the Company to liquidate its inventory of goods bearing the trademark within twelve months from the date of the agreement in all advertising and other promotional means. In connection with the settlement of the trademark depute, a gain of $37,383 ($30,000 US), previously held by the Company’s lawyer, was recognized the Company and reported in the Statement of Operations and Deficit as a gain on legal settlement for the 2006 year. The “Loss on legal settlement” in 2004 was for $10,000 paid to a competitor for damaging statements published on the web site of a manufacturer’s representative engaged by ALDA to work with the company’s distributors. As a result, the relationship with the manufacturer’s representative was terminated. The information was previously disclosed in a news release published by the company on May 14, 2004.

Loss for the year

The loss for the year ended June 30, 2006 was reduced by 52% to $378,301; a loss of 2 cents basic and diluted per share comparing to the loss of $796,301, a loss of 6 cents per basic and diluted share for the year ended June 30, 2005 and a loss of $731,479 for the year ended June 30, 2004, a loss of 8 cents per basic and diluted share. The substantial losses in 2005 and 2004 included write-down of the intangible assets acquired through the Qualifying Transaction of $179,000 for 2004 and $245,000 for 2005. Losses for 2004 also included a payment of a $10,000 legal settlement with a competitor.

Use of proceeds

The estimated use of proceeds from the private placement as described in a news release issued on November 17, 2005 is provided below. The financing was closed on December 22, 2005.


Purpose	Proposed use of funds	Estimated use of funds to date	Variance to date
Net proceeds of the Financing	$195,800	$50,405	$145,395
New Product Introductions	$155,800	$ 39,405	$116,395
U.S. securities fees and expenses	$40,000	$11,000	$29,000

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.5

Summary of Quarterly Results.


Quarter ended	Jun/06	Mar/06	Dec/05	Sep/05	Jun/05	Mar/05	Dec/04	Sep/04
Revenue	58,736	48,035	61,446	57,094	75,210	46,645	54,748	64,395
Net loss	67,371	118,084	137,213	55,633	370,908	134,638	150,040	140,715
Loss/share	0.00	0.01	0.01	0.00	0.03	0.01	0.01	0.01
Diluted Loss/share	0.00	0.01	0.01	0.00	0.03	0.01	0.01	0.01
Total assets	216,872	207,800	312,192	237,141	300,893	678,887	565,527	687,826

The revenues generated from the sale of T³6^® Disinfectant have been relatively consistent while a reduction in operating expenses has been realized. Resources spent in patenting, research and development, and product registrations have declined as these tasks have been largely completed or are in the registration or review process. The greater loss recognized in 2005 fiscal year was mainly due to an impairment loss of $245,000 on intangible assets. Since the arrangement of the Qualifying Transaction, the intangible assets were written down to $116,000 from the initial value of $540,000. With the revised cash flow projection provided by the management of the Company, the estimated net recoverable value of the intangible asset exceeded its carrying value; therefore, no further impairment loss was recognized for the fiscal year 2006.

Due to the one time impairment loss of $245,000 in June 30, 2005, total assets of the Company were reduced. Total assets were increased over the quarters as the Company received external funding from the private placements. All resources were invested in marketing, product development, intellectual property protection and the other requirements of an operating company that is introducing a new technology and products to the market.

1.6

Liquidity

Although the company generates revenues from the sale of its lead product, T³6^®Disinfectant, sales are still occurring only in Canada. Approvals have been obtained for T³6^®Disinfectant in the European Union and Malaysia, other approvals are pending in Asia and a distributor in China is seeking approval there. The company now has trained staff in place to undertake sales and marketing initiatives in Canada and internationally as opportunities arise. The company is also focused on developing, testing, patenting, and introducing new products to the market and seeking licenses or partners for certain applications of the T³6^® technology. The first new product to be introduced is T³6^® Disinfectant Cleaner CONCENTRATE as announced by the company in a news release dated May 17, 2005. Management is also evaluating the possibility of acquiring technologies that are complementary to T³6^®and launching similar type of products lines in the subsequent future. It is expected that the company will need to undertake further financings.

1.7

Capital resources

Over the year, the Company raised a total of $250,800 by selling a total of 5,016,000 Units of the Company’s at a price of $0.05 per Unit. Each Unit consisted of one Common Share of the Company and one Warrant that entitles the holder to purchase one common share at a price of $0.10 per share for a period of 12 months following the closing date. Financing costs of $12,315 were incurred in the connection of the private placements. The net gross proceeds of $238,485 were to be used for working capital, a 20F filing in the US and new product introductions. As of June 30, 2006, the Company had 20,800,404 outstanding common shares of the Company. Six million warrants priced at $0.235 expired during the 2006 fiscal year, leaving a total of 8,236,500 outstanding warrants exercisable at an exercise price range of $0.10 to $0.20 before the date of expiration. On April 14, 2005, the company proposed to revise the price of the $0.30 Warrants to $0.20 and extend the expiry date to November 13, 2005. On May 4, 2005, the company announced that the TSX Venture Exchange had permitted the extension of 6,000,000 of the Warrants and would allow these Warrants to be re-priced to $0.235. The TSX Venture Exchange did not allow 200,000 Warrants priced at $0.30 or 900,000 Warrants priced at $0.20, held by Canaccord Capital Corporation as compensation for the Financing, to be extended and these Warrants expired on May 14, 2005. All amended warrants relating to the reduction in exercise price expired unexercised. There are 237,647 Options priced at $0.17 that expire on July 31, 2006, 100,000 Options priced at $0.20 that expire on August 1, 2006, 100,000 Options priced at $0.20 that expire on December 22, 2006, 20,000 options priced at $0.20 that expire on February 28, 2007 and 80,000 priced at $0.20 that expire on April 4, 2007.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

There is no guarantee that the Company will derive any proceeds from the exercise of outstanding warrants and there is no assurance that additional funding will be available to the Company to fulfill its business objectives. There can be no assurance that the Company will be able to obtain adequate financing in the future or that the terms of such financing will be favourable. Many of the Company products still require further development and laboratory testing in order to obtain required regulatory approvals. A lack of funds will impair the ability of the Company to complete such tests. A lack of funds will also impair the Company’s ability to establish marketing and sales plans once the products have been approved for sale. If adequate financing is not available when required, the Company may be required to delay, scale back or eliminate various activities and may be unable to continue in operation. ALDA may seek such additional financing through debt or equity offerings, but there can be no assurance that such financing will be available on terms acceptable to the Company or at all. Any equity offering will result in dilution to the ownership interests of the Company’s shareholders and may result in dilution to the value of such interests.

1.8

Off-Balance Sheet Arrangements

The company is not aware of any off-balance sheet transactions requiring disclosure.

1.9

Transactions with Related Parties

For the year ended June 30, 2006, certain transactions with related parties are detailed in Section 1.4, “Results of Operations” under the paragraph entitled “Consulting”.

Rent of $30,912 was paid to Duft Enterprises Corp., a company controlled by Terrance G. Owen, President & CEO.

1.10

Fourth Quarter, 2006

For the quarter ended June 30, 2006, revenues were $58,736 compared to $75,210 for the same quarter in the previous year during which sales were higher than average.

After completing the startup phase of operations and establishing appropriate cost control measures, the operating expenses incurred by the Company over the fourth quarter ended June 30, 2006 were reduced to $89,572 compared to $159,293 for the same quarter in the previous year. No further impairment loss on intangible assets was recognized in the fourth quarter of 2006.

During the fourth quarter ended June 30, 2006, there were no extraordinary events that affected the company. Sales for the quarter were close to the average sales recorded per quarter for the last two years. A private placement for $55,000 was completed on June 27, 2006. There were no significant year-end adjustments except that approximately $12,000 was reallocated from accrued liabilities and legal expenses to share issuance costs.

1.11

Proposed transactions

The company is not aware of any proposed transactions requiring disclosure.

1.12

Critical Accounting Estimates

The company is a venture issuer and is not required to provide critical accounting estimates.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.13

Changes in Accounting Policies Including Initial Adoption

Effective July 1, 2001, the Company adopted the new recommendations of the Canadian Institute of Chartered Accountants Accounting Handbook Section 3870, Stock-based Compensation and Other Stock-based Payments ("CICA 3870"). The new recommendations were applied prospectively to all stock-based payments to employees and non-employees granted on or after July 1, 2001. Under CICA 3870, prior to July 1, 2003, the Company was not required to record compensation expense for stock-based compensation awards granted to employees, except for employee awards that were direct awards of stock, called for settlement in cash or other assets, or were stock appreciation rights that called for settlement by the issuance of equity instruments. Consequently the adoption of the standard had no impact on the figures presented other than the pro forma disclosure contained in Note 8(d). During the year ended June 30, 2004, CICA 3870 was amended to require the use of the fair value-based method to account for stock options granted to employees. In accordance with the revised recommendations, the Company has prospectively applied the fair value-based method to all stock options granted to employees on or after July 1, 2003, whereby compensation cost is measured at fair value at the date of grant and is expensed over the vesting period.

The financial statements include a note providing reconciliation to United States Generally Accepted Accounting Standards (“GAAS”).

1.14

Financial Instruments

The Company's financial instruments consist of cash and equivalents, receivables, note receivable, accounts payable and accrued liabilities, and loan payable. The fair value of these instruments approximates their carrying values except where otherwise noted. It is management's opinion that the Company is not exposed to significant interest, currency, or credit risk arising from these financial instruments except where otherwise noted.

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ALDA PHARMACEUTICALS CORP.

MANAGEMENT DISCUSSION AND ANALYSIS (“MD&A”)

FOR THE YEAR ENDED JUNE 30, 2006

1.15

Other MD&A Requirements

(a)

Additional Information

Additional information relating to the Company can be found on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) database at www.sedar.com.

(b)

Disclosure of Outstanding Share Data

The following table summarizes our outstanding share capital as at June 30, 2006:


Security	Number
Each class and series of voting or equity securities for which there are securities outstanding: Common Shares	20,800,404
Each class and series of securities for which there are securities outstanding if the securities are convertible into, or exercisable or exchangeable for, voting or equity securities Stock Options Warrants Convertible Debentures	537,647 8,236,500 0
Each class and series of voting or equity securities that are issuable on the conversion, exercise or exchange of outstanding securities above Common Shares	8,774,147

1.16

Subsequent Events to June 30, 2006

(a)

The Company announced in a news release dated September 13, 2006 that a non-brokered private placement of 1,430,000 units of the Company had been completed at a price of $0.05 per unit, for gross proceeds of $71,500. Each unit consists of one common share of the Company and one non-transferable share purchase warrant entitling the holder to acquire one additional common share of the Company at a price of $0.10 per share for a period of 12 months from the date of issuance of the warrants.

(b)

Subsequent to June 30, 2006, options to acquire 237,647 common shares of the Company at a price of $0.17 per share and options to acquire 100,000 common shares of the Company at a price of $0.20 per share expired unexercised.

(c)

The Company announced in a news release dated August 4, 2006 that options to acquire 1,580,000 common shares of the Company at a price of $0.10 per share, exercisable for a period of two years, were granted to certain directors, employees and consultants of the Company, subject to regulatory approval. Options to acquire 300,000 common shares of the Company at a price of $0.10 per share, exercisable for a period of five years subject to certain vesting provisions, were granted to a consultant of the Company, subject to regulatory approval.

(d)

During the 2005 year, the Company commenced legal action against the competitor described in Note 10(a), unrelated to the settlement, with respect to certain alleged defamatory statements made by the competitor after the settlement was completed. The claim was settled effective July 12, 2006, by an agreement under which the Company was to receive an amount of $15,000 from the competitor. The Company announced in a news release dated September 5, 2006 that the settlement amount had been paid. The proceeds of the settlement, net of associated costs, will be recognized in the Statement of Operations for the 2007 year.

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F A and that it has duly caused and authorized the undersigned to sign this registration report on its behalf.


Dated: March 27, 2009	ALDA PHARMACEUTICALS CORP.

	By: /s/Terrance Owen
	Terrance Owen,
	President and CEO

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Exhibit 99.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Terrance Owen, certify that:


1.	I have reviewed this annual report on Form 20-F/A of ALDA PHARMACEUTICALS CORP.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
5.	The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March27, 2009

/s/ Terrance Owen

Terrance Owen, Chief Executive Officer

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Exhibit 99.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter Chen, certify that:


1.	I have reviewed this annual report on Form 20-F /Aof ALDA PHARMACEUTICALS CORP.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
4.	The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	c)	Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting;
5.	The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent function):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Date: March 27, 2009

/s/ Peter Chen

Peter Chen, Chief Financial Officer

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Exhibit 99.3

Certification Pursuant to 18 U.S.C. Section 1650, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Terrance Owen, President and Chief Executive Officer of ALDA PHARMACEUTICALS CORP. (the “Company”), certify that to the best of my knowledge:

the Annual Report on Form 20-F/A of the Company for the year ended June 30, 2007 as filed with the Securities and Exchange Commission (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as amended; and

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Terrance Owen

Terrance Owen

Chief Executive Officer

March 27, 2009

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Exhibit 99.4

Certification Pursuant to 18 U.S.C. Section 1650, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Peter Chen, Chief Financial Officer of ALDA PHARMACEUTICALS CORP. (the “Company”), certify that to the best of my knowledge:

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Peter Chen

Peter Chen

Chief Financial Officer

March 27, 2009

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