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EXHIBIT 31.2

RULE 13a-14(a)/15d-14(a) CERTIFICATIONS, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002

I, Sheldon C. Fenton certify that:

1.       I have reviewed this annual report on Form 10-KSB of Veridien
Corporation;

2.       Based on my knowledge, this annual 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 annual
report;

3.       Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this annual
report;

4.       The small business issuer's other certifying officer(s) 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 small
business issuer 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 small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual report is
being prepared;

b)       evaluated the effectiveness of the small business issuer'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 small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter (the small business issuer's fourth
physical quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the small business issuer's
internal control over financial reporting.

5.       The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of small business issuer's board of directors (or persons performing
the equivalent functions):

a)       all significant deficiencies and material weaknesses in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer'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 small business issuer's internal
control. over financial reporting.

Date: March 30, 2004                          /s/ Sheldon C. Fenton
                                              ----------------------------------
                                              Sheldon C. Fenton
                                              Chief Executive Officer
                                              and Acting Chief Financial Officer