SecProbe.io

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Mail Stop 7010

September 19, 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-KSB for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005 and June 30,
2005
		File No. 0-25555

Dear Mr. Fenton:

      We have reviewed your response letter dated July 7, 2005,
and
have the following additional comments.  Where indicated, we think
you should revise your document 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 information so we may better understand
your disclosure.  After reviewing this information, we may raise
additional comments.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Note P - Restatement of 2004, page 31

1. We note from your draft 10-KSB amendment for fiscal year 2004
that
you intend to restate fiscal year 2004 consolidated financial
statements due to pricing errors of your marketable securities.
Please address the following items, as appropriate:
* If you conclude that your prior filings should not be relied
upon
due to an error, please be advised that you are required to
disclose
the information listed under Item 4.02(a) of Form 8-K within four
days of your conclusion.  Please file Item 4.02(a) of Form 8-K, or
tell us why you do not believe such filing is required.
* Please revise Note P fully to disclose the nature of the error
identified.  Refer to paragraph 37 of APB 20 for guidance.
* Please fully update all affected portions of your Form 10-KSB,
including MD&A and selected financial data.
* To the extent your 2004 restatements affect your subsequently-
filed
2005 Forms 10-QSB, please address the points above with respect to
your 2005 Forms 10-QSBs.

Item 8A.  Controls and Procedures, page 34

2. In light of the restatements to be made for fiscal year 2003
and
fiscal year 2004, it remains unclear to us how you determined that
your disclosure controls and procedures are effective as of
December
31, 2004.  Please tell us in a sufficient amount of detail how you
were able to conclude that your disclosure controls and procedures
were effective in light of the errors identified for both periods.
As previously requested, please amend your Item 8A disclosure to
include the following information:
* Detailed description of the restatements in fiscal years 2003
and
2004, including the facts and circumstances surrounding the
restatements.
* 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; 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.  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.
Refer to Item 308 of Regulation S-B for guidance.
Refer to Item 307 of Regulation S-B and SEC Release 33-8238 for
additional guidance.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2005

Item 3.  Controls and Procedures

3. We note your statement that your chief executive officer and
acting chief financial officer concluded that your disclosure
controls and procedures are effective "except that..."  Given the
exception noted, it is unclear whether your chief executive
officer
and acting chief financial officer have concluded that your
disclosure controls and procedures are effective.  Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your
acting
chief financial officer on the effectiveness of your disclosure
controls and
procedures.  Furthermore, it is also unclear how you were able to
conclude that your disclosure controls and procedures are
effective
in light of the restatements of your fiscal years 2003 and 2004
consolidated financial statements.  Regardless, you should not
state
that the conclusion in your current disclosure, which appears to
state that your disclosure controls and procedures are effective
except to the extent they are not effective.

*    *    *    *

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

      You may contact Tracey Houser, Staff Accountant, at (202)
551-
3736, or me at (202) 551-3255 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
September 19, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE

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