SecProbe.io

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Mail Stop 0510

May 2, 2005

via U.S. mail and facsimile

Sheldon C. Fenton
Chief Executive Officer and
  Acting Chief Financial Officer
Veridien Corporation
2875 MCI Drive, Suite B
Pinellas Park, Florida  33782-6105

	RE:	Veridien Corporation
		Form 10-KSBfor the fiscal year ended December 31, 2004
		Filed March 31, 2005

		File No. 0-25555

Dear Mr. Fenton:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  Where indicated, we think you should revise your
document
in response to these comments.  Where indicated, we think you
should
revise your disclosures in future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB for the year ended December 31, 2004

MD&A

1. In future filings, please include a discussion and analysis of
your critical accounting estimates.  This discussion should not
repeat your significant accounting policies included in Note A,
but
rather address the factors considered and assumptions used in
making
these critical estimates and the potential impact on the financial
statements if actual results differ from your assumptions.  For
example, please consider including disclosures for critical
accounting estimates such as accounts receivable allowance for
doubtful accounts, inventory valuation allowance, asset
impairments,
and ability to continue as a going concern.  Specifically, you
disclosure should include the following information, as
appropriate:
* An explanation of the significance of the accounting estimate to
your financial condition, changes in financial condition and
results
of operations and, where material, an identification of the line
items in your financial statements affected by the accounting
estimate;
* Any known trends, demands, commitments, events or uncertainties
that are reasonably likely to occur and materially affect the
methodology or the assumptions described;
* A quantitative discussion of changes in overall financial
performance and, to the extent material, line items in the
financial
statements if you were to assume that the accounting estimate were
changed, either by using reasonably possible near-term changes in
the
most material assumptions underlying the accounting estimate or by
using the reasonably possible range of the accounting estimate;
and
* A quantitative and qualitative discussion of any material
changes
made to the accounting estimate in the past three years, the
reasons
for the changes, and the effect on line items in the financial
statements and overall financial performance.
	Refer to Financial Reporting Policy 60 and Proposed Rule 33-
8098
for guidance.  In your response, please show us what your
disclosures
in future filings will look like.

Report of Independent Registered Public Accounting Firm

2. We note that your independent registered public accounting firm
opined that your consolidated financial statements were prepared
in
conformity with the standards of the Public Accounting Oversight
Board (United States), instead of in conformity with the
accounting
standards generally accepted in the United States.  Please amend
your
Form 10-KSB to include the audit opinion of your independent
registered public accountant as to whether your consolidated
financial statements were prepared in conformity with the
accounting
standards generally accepted in the United States.  Also, please
have
your independent registered public accounting firm include an
explanatory note regarding the restatement of your fiscal year
2003
consolidated financial statements.

Consolidated Statements of Cash Flows

3. Please supplementally provide us with the components that
comprise
"Other, not affecting cash" for each period presented.  In future
filings, please separately disclose any material items impacting
cash
flows used in operating activities.

4. Please supplementally reconcile for us the proceeds of $998,528
from the sale of marketable securities to the $308,191 decrease in
marketable equity securities at fair value.  We assume a portion
of
the difference is unrealized gains/(losses) and any purchase and
then sales of marketable equity securities made during fiscal year
2004 would net and therefore not impact cash flows used in
operations.

Notes to the Consolidated Financial Statements - General

5. In the business section, you provide a discussion of your
business
in two divisions:  Infection Control Division and Healthy
Lifestyles
Division.  Furthermore, your results of operations discussion
includes an analysis of gross revenues between licensing and
service
fees and product sales.  However, you have not provided any
disclosure within your consolidated financial statements required
by
paragraph 25 of SFAS 131 regarding reportable segments.  Please
tell
us the following information regarding segments:
* The operating segments you have identified in accordance with
paragraph 10 of SFAS 131.  Please provide us sufficient enough
information to understand how you determined your operating
segments,
especially in light of your Business section format and your MD&A
discussion of gross revenue.
* Whether you maintain operating results by the two divisions
and/or
by licensing and service fees and product sales.
* If you are aggregating your operating segments into one
reportable
segment, provide us with your analysis of the aggregation criteria
in
accordance with paragraph 17 of SFAS 131.
At a minimum, it appears to us that you should revise your future
filing to provide the general information required by paragraph 26
of
SFAS 131 and the enterprise-wide disclosures required by
paragraphs
37-39 of SFAS 131 (e.g., information about products and services,
information about geographic areas, and information about major
customers) within the footnotes to the consolidated financial
statements.

Note A - Summary of Significant Accounting Policies, 13.  Revenue
Recognition

6. We note that $456,000 or approximately 28%, of your sales is
derived from licensing and service fees.  Please tell us and
disclose
your accounting policy related to the recognition of revenue from
licensing and servicing agreements.

Note C - Consolidation of Variable Interest Entities

7. Please amend this footnote to clarify that the variable
interest
entity you are consolidating beginning in June 2004 is Mycosol,
Inc.
This will allow an investor to better understand the impact of
your
further acquisition of Mycosol, Inc. equity subsequent to the year
ended December 31, 2004.

Note E - Investment in Restricted Stock

8. We note that you obtained 400,000 shares of H-Quotient, Inc.
restricted common stock as consideration for products sold and
services provided.  Please tell us the following information
regarding this transaction:
* The amount of revenue recognized for the products sold and
services
provided, including the time period the products were sold and the
services were provided.
* The time period in which you recognized the impairment on the H-
Quotient, Inc. restricted common stock; and how you determined the
H-
Quotient restricted common stock was impaired in light of the
realized gain of $511,079 on the sale of 703,369 shares of H-
Quotient
common stock during fiscal year 2004.
* The terms of the restriction on H-Quotient, Inc.`s common stock.
* Your accounting for this transaction, including the
consideration
you gave to paragraphs 8-10 of SFAS 123 and EITF 00-8.

Note K - Stock Warrants

9. We note that during fiscal years 2003 and 2004 you issued
warrants
in conjunction with consulting contracts and an employment
contract.
It appears that you have assigned a fair value of zero to these
warrants per your consolidated financial statements.  Please tell
us
what consideration you gave to EITF 96-18 in determining the fair
value of your warrants, including the methodology used to estimate
the fair value of these warrants.  If you have determined that the
fair value of your warrants granted is immaterial, please tell us
how
you arrived at such determination in light of the volatility of
your
stock price.

Item 8A.  Controls and Procedures

10. Please amend your disclosure to include the appropriate
reference
for the definition of disclosure controls and procedures, which is
Exchange Act Rule 13a-15(e).  In addition, we note that your Chief
Executive Officer and Acting Chief Financial Officer concluded
your
disclosure controls and procedures "are effective in ensuring that
information required to be disclosed by the Company is recorded,
processed, summarized, and reported within the time periods
specified
in the SEC`s rules and forms."  Please revise your disclosure to
clarify, if true, that your officers concluded
that your disclosure controls and procedures are effective to
ensure
that information
required to be disclosed by you in the reports that you file or
submit under the Exchange Act is recorded, processed, summarized
and
reported, within the time periods specified in the Commission`s
rules
and forms and to ensure that information required to be disclosed
by
an issuer in the reports that it files or submits under the
Exchange
Act is accumulated and communicated to your management, including
its
principal executive and principal financial officers, or persons
performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.  Otherwise, please simply
conclude that your disclosure controls and procedures are
effective,
if appropriate.  Refer to Exchange Act Rules 13a-15(e) and 15d-
15(e)
for the full definition of disclosure controls and procedures.

11. We note that you have restated your fiscal year 2003 financial
statements for certain errors.  Please supplementally tell us how
you
were able to conclude that your disclosure controls and procedures
were effective in light of the errors identified.  Please also
amend
your Item 8A disclosure to provide the following information:
* Detailed description of the each of the errors/internal control
deficiencies identified;
* When you identified these errors/internal control deficiencies;
* Your conclusion as to the impact (i.e., significant deficiency
or
material weakness) of these errors on your disclosure controls and
procedures at the time the errors were identified;
* The specific steps you have taken to remediate the internal
control
deficiencies.  Specifically you are required to disclose the
changes
to your internal controls over financial reporting that materially
affect or are reasonably likely to materially affect your internal
controls over financial reporting; and
* The specific steps you intend to take to remediate the internal
control deficiencies but have not implemented or completed as of
December 31, 2004.

*    *    *    *

      As appropriate, please amend your Form 10-KSB and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  Please furnish a letter that keys
your
responses to our comments and provides any requested supplemental
information.  Detailed response letters greatly facilitate our
review.  Please file your response letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

?        the company is responsible for the adequacy and accuracy
of
the disclosure in the filing;

?        staff comments or changes to disclosure in response to
staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?        the company may not assert staff comments as a defense in
any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Tracey Houser, Staff Accountant, at (202)
942-
1989, or me at (202) 942-2923 if you have questions regarding
comments on the financial statements and related matters.

							Sincerely,

							Nili Shah
							Accounting Branch Chief

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Mr. Fenton
Veridien Corporation
May 2, 2005
Page 1 of 6

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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