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VIA EDGAR

July 7, 2005

Securities and Exchange Commission

Washington, D.C.

20549-0510

Mail Stop 0510

Attn: Ms. Tracey Houser, Division of Corporation Finance

Dear Ms. Houser:

    Re:

    File # 0-2555

    Form 10-KSB for fiscal YE December 31, 2004 / Filed March 31, 2005

We are in receipt of your letter of May 2, 2005 and in connection with responding to your comments:

    General :

    Attached you will find a Draft version of the 10KSB/A that we would propose filing to address
the amendments and further disclosure you have requested.

    Specific :

    1.

    MD&A – Critical Accounting Estimates

    The MD&A has been revised to include discussion of our Critical Accounting Estimates.

    2.

    Report of Independent Registered Public Accounting Firm

    Audit report has been revised as requested.

    3.

    Consolidated Statements of Cash Flows – Detail of “Other, not affecting cash”

    Corrections have been made and the Statement of Cash Flow has been
revised with the additional detail as requested.

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    4.

    Consolidated Statements of Cash Flows – Reconciliation of Marketable Securities Transactions

    Statements of Cash Flow revisions and the revised Footnote D include these specifics for the
Marketable Securities transactions. In addition, there were pricing
errors in 2004 that have been corrected. See the new Note P.

    5.

    Notes to the Consolidated Financial Statements – Discussion of “Divisions”

    Veridien does not have business segments, because we only have one accounting system and one
set of management. We advertise and sell our products in different markets and have
previously termed these separate selling efforts as ‘divisions.’ The business
section has been revised to clarify this.

    6.

    Note A – Paragraph 13 Revenue Recognition

    All of this $456,000 came from the receipt of marketable securities in exchange for licensing
fees. Because of 2004 errors discovered, this amount is now $652,000. See enhanced
accounting policy for revenue recognition and explanation of this transaction in Notes A &
E.

    7.

    Note C – Consolidation of Variable Interest Entities

    Notes A and C modified to more clearly identify Mycosol as requested.

    8.

    Note E – Investment in Restricted Stock

    See 6 above. Notes A and D enhanced to more clearly explain the transactions. There was no
‘impairment’ on the HQNT stock. There was an unrealized holding loss. Also, the Statement
of Cash Flows has been corrected to properly show gains and net proceeds from the sale of the
703,369 shares of HQNT stock.

    9.

    Note K – Stock Warrants

    We had calculated the fair value of the 1,000,000 warrants issued in each of 2002 and 2003
(which vested in 2003 & 2004 respectively) for services using the Black-Scholes method, using
the actual stock prices of $.023 and $.065, the exercise prices of $.05 and $.07, the 2-year
terms, actual volatility of 76% and 82%, and a risk-free discount rate of 3% for 2002 and
2003 warrants, respectively. Our calculations yielded fair values of $4,957 and $28,274 in
compensation expense (with offsetting contribution to
capital of equivalent amount) for 2003 and 2004, respectively. We believe this is immaterial and have
not recorded these expenses for either 2003 or 2004.

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    10.

    Item 8A Controls and Procedures

    Item 8A Controls & Procedures wording has changed as requested, to update the control
definition reference, to add the wording you suggested, and to describe our internal control
deficiencies in light of the restatements as requested

    11.

    Item 8A Controls and Procedures

    See 10 above.

    12.

    The Company understands that it is responsible for the adequacy and accuracy of the
disclosure in the filings. The Company understands that 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. The Company understands
that the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities law of the United States.

Upon confirmation from you that our draft 10KSB/A addresses your comments, we will file same.

Sincerely,

VERIDIEN CORPORATION

Per:

/s/ Sheldon C. Fenton

Sheldon C. Fenton

President & C.E.O.

Attachement: Draft 10KSB/A –
dated July 7, 2005

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United States

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A

(Amendment No.1)

    þ

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

For the Fiscal Year Ended December 31, 2004

OR

    o

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

for the transaction period from            to

Commission File Number 0-02555

Veridien Corporation

(Name of Small Business Issuer in its charter)

    Delaware

    59-3020382

    (State or other jurisdiction of incorporation)

    (I.R.S. Employer Identification No.)

    2875 MCI Drive, Suite B, Pinellas Park, Florida

    33782-6105

    (Address of principal executive offices)

    (Zip code)

    Issuer’s telephone number

    (727) 576-1600

Securities registered under Section 12(b) of the Exchange Act:

    Title of each class

    Name of each exchange on which Registered

Securities registered under Section 12(g) of the Exchange Act:

Common Stock

(Title of class)

(Title of class)

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

Yes þ No o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. þ

State issuer’s revenues for its most recent fiscal year. $1,802,154.

State the aggregate market value of the voting stock held by non-affiliates computed by reference
to the price at which the stock was sold, or the average bid and asked prices of such stock, as of
a specified date within the past 60 days. At the average bid and asked prices of stock as of June
24, 2005 of $0.048, the aggregate market value of voting stock held by non-affiliates is $
7,704,150.

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This Amendment to the initial Annual Report on Form 10-KSB filed

March 31, 2005 sets forth the complete text of each item that is being amended.

    PAGE

    PART I

    Item 1.

    Description of Business

    3

    PART II

    Item 6.

    Management’s Discussion and Analysis

    12

    Item 7.

    Financial Statements

    18

    Item 8A.

    Controls and Procedures

    34

    EXHIBITS

    31.1

    RULE 13a-14(a)/15d-14(a) CERTIFICATIONS,

    35

    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    31.2

    RULE 13a-14(a)/15d-14(a) CERTIFICATIONS,

    36

    Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

    32.1

    Certification Pursuant to 18 u.s.c. section 1350,

    37

    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    32.2

    Certification Pursuant to 18 u.s.c. section 1350,

    38

    Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EXPLANATORY NOTE

We filed our Form 10KSB for the fiscal year ended December 31, 2004 with the Securities and
Exchange Commission on March 31, 2005 (the “Original Filing”). This Amendment No.1 is filed to
amend the Original Filing as follows:

    1.

    Item I. Description of Business. We have amended our description of our
business to remove the references to two “Divisions”. We do not have business segments or
divisions because we only have one accounting system and one set of
management. We advertise and sell our products in different markets
and have previously termed these separate selling efforts as
“divisions”. The business section has been revised to
clarify this.

    2.

    Item 6. Management’s Discussion and Analysis of Financial Condition. We have
expanded our discussion and analysis to include discussion of our Critical Accounting
Estimates, as well as to update it with our restated financial numbers (see details of
restatement in Item 7 below).

    3.

    Item 7. Financial Statements. Our Financial Statements have been re-issued
with the following changes: (i) Our Report of Independent Registered Public Accounting Firm
has been revised to clarify that the audit was performed in accordance with accounting
principles generally accepted in the United States of America.; (ii) Our 2004 and 2003
numbers have been re-stated to reflect the correct accounting treatment of our acquisition
and sale of marketable securities (see Notes O & P).; (iii) Our cashflow statement has been
expanded to include details for previously grouped categories.; (iv) Our notes to the
Financial Statements have been expanded to include clarification of Marketable Securities
transactions (Notes D & L); we have added details of our revenue recognition accounting
policy (Note A); we have disclosed the name of the Variable Interest
Entity which we have
consolidated (Note C); and we have made other minor style changes to the wording of certain
other notes.

    4.

    Item 8A. Controls and Procedures. We have amended our disclosures under Item
8A for the fiscal year ended December 31, 2004.

In addition, pursuant to rule 12b-15 of the Securities Exchange Act of 1934, we are including with
this Amendment No.1 on Form 10KSB/A certain currently dated certifications. Except as described
herein, the information contained in our Annual Report on Form 10KSB as originally filed with the
Securities and Exchange Commission has not been updated or amended.

Forward-Looking Statements

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     When used in this Form 10-KSB/A, in our filings with the Securities and Exchange Commission
(“SEC”), in our press releases or other public or stockholder communications, or in oral statements
made with the approval of an authorized executive officer, the words or phrases “would be,” “will
allow,” “intends to,” “will likely result,” “are expected to,” “will continue,” “is anticipated,”
“estimate,” “project,” or similar expressions are intended to identify “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995.

     We caution readers not to place undue reliance on any forward-looking statements, which speak
only as of the date made, are based on certain assumptions and expectations which may or may not be
valid or actually occur, and which involve various risks and uncertainties, including but not
limited to risk of a lack of demand or low demand for our products and services; competitive
products and pricing; changes in the regulation of our industry; a failure to timely obtain
necessary regulatory approvals; additional costs associated with compliance with the Securities and
Exchange Act of 1934 and the Sarbanes-Oxley Act of 2002, including any changes in the SEC’s rules,
and other corporate governance requirements; changing government regulations and laws applicable to
our products; competitive factors such as pricing pressures; as well as other factors and other
risks set forth in Item 1 under “Cautionary Factors That May Affect Future Results”,
“Risks of Our Business”, “Risks of Our Products” and elsewhere herein.

     Unless otherwise required by applicable law, we do not undertake, and specifically disclaim
any obligation, to update any forward-looking statements to reflect occurrences, developments,
unanticipated events or circumstances after the date of such statement.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Organization/Historical Background

Following our incorporation in Delaware on June 4, 1991 as “VCT Acquisitions II, Inc.”, we acquired
all of the assets of another Delaware corporation called “Viral Control Technology, Inc.” On
November 8, 1991, we changed our name to Veridien Corporation.

We were founded primarily to develop, manufacture, distribute and sell disinfectants, antiseptics,
and sterilants which are inherently non-toxic, and which are environmentally friendly, decomposing
into harmless naturally occurring organic molecules. To this end, we developed and patented a hard
surface disinfectant, VIRAHOL®, which has been registered with the Environmental Protection
Agency (EPA), and an antiseptic hand gel sanitizer which is drug listed with the Food and Drug
Administration (FDA), containing the patented VIRAHOL® composition. Prior to the year 2000, our
primary emphasis was on the development, marketing and sale of such products, primarily to the
medical and dental markets, which included:

    VIRAHOL® (now marketed under the brand name of VIRAGUARD®) – A ready-to-use, hard
surface disinfectant/cleaner that is a tuberculocide, bactericide, virucide, and fungicide.

    VIRAGEL® (now marketed under the brand name of VIRAGUARD®) – A waterless, antiseptic
hand sanitizer to supplement routine hand washing for the family or for the person on the job
when no water is available, to sanitize hands or for antiseptic cleansing of hands.

Original Business Plan

Our original business plan was focused on the sale and distribution of the VIRAHOL®/VIRAGUARD®
formulation to the medical and dental markets. Initially the claims which had been approved by the
EPA (1990) related to two viruses: HIV-1 (AIDS virus) and Herpes simplex type 2, and three
bacteria: Staphylococcus aureus, Salmonella choleraesuis, and Pseudomonus aeruginosa.

The three bacteria listed were those the Company believed were required to secure hospital sales.
However, the hospitals also wanted a tuberculocidal claim. Accordingly, we performed the necessary
research and testing and secured approval for claims related to Mycobacterium tuberculosis and
Trichophyton mentagrophytes (fungus) in 1993.

Revised Business Plan

3

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In 2001 we began the development of an evolving expansion of our business plan. The essence of the
plan was to expand our product base and our marketing approach beyond our historical focus on
infection control products for the medical and dental markets. To this end the Company’s line of
infection control products was expanded with the addition of new product delivery configurations
for the liquid and gel lines such as canisters, towelettes and private labeling. The Company also
sought out new products in the Healthy Lifestyles arena. We obtained distribution/sales rights
for: 1. the SunSwipe™ product line (sunscreen impregnated towelettes in SPF 15, SPF 30, SPF 45,
Baby 45 and after-tanning; all in a towelette product delivery configuration) and 2. BugSwipe®
(an insect repellant in the towelette product delivery configuration).

This Revised Business Plan was not intended to de-emphasize or abandon VIRAHOL®/VIRAGUARD® or
the disinfectant market. Rather, we continued to actively enhance the marketing of those historic
products plus add new product introductions and expand beyond the medical and dental markets.

During 2001, the Company applied to the EPA to expand its label claims. In addition, the product
delivery configurations were strengthened by being broadened to include canisters and towelettes in
two sizes each. The Company expanded marketing to the janitorial and sanitation industries and to
the restaurant industry, rather than only the medical and dental market. At the same time, the
other new products gave the Company entry to a wide variety of larger markets, including
e