SecProbe.io

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May 4, 2005

Mr. Sheldon C. Fenton
President & Chief Executive Officer
Veridien Corporation
2875 MCI Drive, Suite B
Pinellas Park, FL 33782-6105

RE:  	Form 8-K Item 4.01 filed April 29, 2005
	File # 0-2555

Dear Mr. Fenton:

We have reviewed your filings and have the following comments.
Where
indicated, we think you should revise your documents 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 number
listed
at the end of this letter.

1. Amend the report to include all of the information required by
Item 304 of Regulation S-B.  Specifically, the disclosure should
state whether during your two most recent fiscal yeas and any
subsequent period through the date of dismissal there were any
disagreements with the former accountant on any matter of
accounting
principles or practices, financial statement disclosure, or
auditing
scope or procedure, which disagreement(s), if not resolved to the
satisfaction of the former accountant, would have caused it to
make
reference to the subject matter of the disagreement(s) in
connection
with its reports.  In the event of disagreement(s) and/or
reportable
event(s), provide the specific disclosures required by Item
304(a)(1)(iv) of Regulation S-B.  Please amend your report, file
the
amendment under cover of Form 8-KA and include the Item 4
designation.  Please also include the letter from your former
accountants filed as an Exhibit 16.

2. Please advise us about the following:

- We were unable to confirm that your independent accountant,
Malone
& Bailey, P.C. is currently licensed in Florida.
- We assume that the operations and assets of your company are
located in Florida. Tell us why you selected an Texas accounting
firm
to perform your audit.
- Tell us if the audit was performed in Florida or Texas.
- Tell us how you have met those requirements to provide financial
statements audited by an auditor who meets the requirements of
Rule
2-01(a) of Regulation S-X.
- Tell us what consideration you have given to Florida state laws
governing audits of Florida companies performed by accountants who
are licensed by other states.

We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require.  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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

Please file your supplemental response via EDGAR in response to
these
comments within 5 business days of the date of this letter.
Please
note that if you require longer than 5 business days to respond,
you
should contact the staff immediately to request additional time.
You
may wish to provide us with marked copies of each amended filing
to
expedite our review.  Direct any questions regarding the above to
the
undersigned at (202) 824-5563.

						Sincerely,

						Patricia Armelin
						Staff Accountant
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Mr. Sheldon C. Fenton
May 4, 2005
Page 1

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

         DIVISION OF
CORPORATION FINANCE

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