##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-KSB
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007
 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
 
 Delaware
    
    59-3020382(State or other jurisdiction 
of incorporation)
    
    (I.R.S. Employer
Identification No.)
 7600 Bryan Dairy Rd, Suite F, Largo, Florida
    
    33777-1433(Address of principal executive offices)
    
    (Zip code)
 (727) 576-1600
  Title of each class
    
    Name of each exchange on which
Registered
   
 
  þ
 þ o
 þ
 o þ




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##### 



PAGEPART IItem 1.
    
    Description of
Business
    
    
    3Item 2.
    
    Description of
Property
    
    
    16Item 3.
    
    Legal Proceedings
    
    
    18Item 4.
    
    Submission of
Matters to a Vote of Security Holders
    
    
    19PART
IIItem 5.
    
    Market for Common
Equity and Related Stockholder Matters
    
    
    19Item 6.
    
    Managements
Discussion and Analysis or Plan of Operation
    
    
    23Item 7.
    
    Financial
Statements
    
    
    32Item 8.
    
    Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
    
    
    54Item 8A.
    
    Controls and
Procedures
    
    
    54Item 8B.
    
    Other Information
    
    
    55PART IIIItem 9.
    
    Directors and Executive Officers of the Registrant; Compliance
with Section 16(a) of the
Exchange Act
    
    
    56Item 10.
    
    Executive
Compensation
    
    
    58Item 11.
    
    Security Ownership of Certain Beneficial Owners
and Management
    
    
    60Item 12.
    
    Certain
Relationships and Related Transactions
    
    
    62Item 13.
    
    Exhibits and Reports
on Form 8-K
    
    
    65Item 14.
    
    Principal Accountant
Fees and Services
    
    
    69ExhibitsEX-21.9 SUBSIDIARIES OF VERIDIEN CORPORATIONEX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO
  2




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,
  
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##### Table of Contents



® ®
   ®
 ® ®
   1.
    
    contact an approved testing laboratory and determine that an EPA
approved protocol exists for testing of a product against that
pathogen;2.
    
    if no protocol exists (e.g., with respect to Hepatitis B and Hepatitis
C for the towelettes), the laboratory must work with the EPA to secure
a protocol;3.
    
    the protocol is customized by the laboratory to assure its
appropriateness for testing the specific product;4.
    
    direct the laboratory to perform the necessary testing, which normally
takes several weeks, and to prepare the written report in accordance
with EPA guidelines, which typically takes several more weeks;
 4




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5.
    
    the report, with required documentation, is sent to the EPA, where it
undergoes preliminary review:
 i)
    
    if the submission is deemed to be in compliance, it is sent for
scientific review, which now takes 120 days (for most antimicrobial
efficacy claims requiring the review of data); butii)
    
    if the submission is not deemed to be in compliance it is returned to
the Company for amendment;
 6.
    
    if, during the scientific review, errors and/or omissions are found in
the submission, the applicant is notified and given an opportunity to
correct the deficiency. The timeline for review can then be adjusted
to allow for submission of new information or re-submission of data.
There is no limit to how long the process can be extended, at that
point, as long as the agency believes that the applicant is
cooperating. At the end of the original 120 days, or any extended
period, the agency may approve or reject the application in whole or
in part.7.
    
    if, at the end of the review cycle the EPA approves the kill claim,
the EPA gives recommendations regarding label wording; and8.
    
    the Company then amends its label to comply with EPA requirements.
       
    
   
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®
 
    
    Viraguard® one liter hand spray refill cartridges
    
    Viraguard® one liter hand foam refill cartridges
    
    Manual Hand Spray and Hand Foam dispensers
    
    Automated Touch Free Hand Spray and Hand Foam dispensers
    
    Stainless Steel covers for Hand Spray and Hand Foam dispensers
    
    Stainless Steel Lobby Dispensers for Hand Spray and Hand Foams
    
    Powder Coated Custom Color Lobby Dispensers
    
    Granite / Marble Insert Custom Color Powder Coated Lobby Dispensers
  ANTISEPTICS AND DISPENSERS
 
    
    2oz Antiseptic Hand Spray  Mango, Raspberry, Green Apple, Fresh Scent
    
    8 oz Antiseptic Hand Spray  Mango, Raspberry, Green Apple, Fresh Scent
    
    One Liter Antiseptic Hand Spray Cartridges for wall mounted dispensers
    
    One liter Antiseptic Hand Foam Cartridges for wall mounted dispensers
    
    One Gallon Antiseptic Hand Spray refills
    
    UX10C Manual Wall Mounted Hand Spray / Foam Dispenser
    
    UX10T Automated Wall Mounted Hand Spray / Foam Dispenser
    
    UX10T-ss Stainless Steel Automated Hand Spray / Foam Dispenser
    
    DS-500 Stainless Steel Lobby Hand Spray / Foam Dispenser
    
    DS-500-SV Powder Coated Lobby Hand Spray / Foam Dispenser
    
    DS-500-stone Powder Coated Lobby Dispenser with Stone Insert
    
    Pandemic Hand Sanitizer Stand
    
    20 count Antiseptic Hand Wipes canister
    
    160 count Antiseptic Hand Wipes canister
    
    12 x 100 count Individually Wrapped Antiseptic Hand Wipes
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DISINFECTANTS AND DISPENSERS
 
    
    8 oz Hospital Surface Disinfectant Cleaner and Instrument Pre-soak
    
    16 oz Hospital Surface Disinfectant Cleaner and Instrument Pre-soak
    
    32 oz Hospital Surface Disinfectant Cleaner and Instrument Pre-soak
    
    Gallon Hospital Surface Disinfectant Cleaner and Instrument Pre-soak
    
    40 count Hospital Surface Disinfectant Wipes
    
    160 count Hospital Surface Disinfectant Wipes
    
    65 count XL Heavy Duty Hospital Surface Disinfectant Wipes
    
    160 count Textured Heavy Duty Hospital Surface Disinfectant Wipes
    
    65 count XL Textured Heavy Duty Hospital Surface Disinfectant Wipes
    
    10 x 100 count Medical Instrument Wipes
    
    20 x 50 count Telephone, Computer and Office Wipes
    
    160 count Toilet Seat Wipes
    
    Wall Mounted Toilet Seat Wipe Dispenser
    
    Water Cooler Cleaning Kit
 ®
 
    
    DUPONT
 ®
 ® ® ® ®
 
    
    AMERICAN RED CROSS
 ® ® ® ® ® ® ®
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
    
    MEDICAL STRATEGIES
  
    
    BOWEN
  
    
    DUNNIGAN
    1.
    
    21 new medical sales representatives launched in February 2008. This program intends to
have 35 to 40 representatives engaged by Q4, 2008. The sales representative network will be
working with more than 3500 members of MedAssets, our national Group Purchasing partner in
the
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medical industry. The 3500 members of MedAssets comprise approximately one third of the
acute care hospitals in the United States. The representatives will also be working with
6000 other healthcare facilities, including long term care, nursing homes, independent
surgical centers and independent clinics.2.
    
    Expanded sales programs to E.I. DuPont de Nemours to achieve growth in the First
Responder (fire, police, paramedics, Homeland Security) and Industrial Safety markets.
Purchases by DuPont in 2007 were 2.5 times those of 2006. Dupont is working aggressively to
expand their sales in 2008. In order to achieve this, Veridien and Dupont worked together
in 2007 to create new products and formats for their customers. These included the
development of new hand sanitizer dispensers for institutional use, new one liter hand
spray cartridge refills for use in the dispensers, 100 pack dispensers of individually
wrapped antiseptic hand wipes and 50 pack dispensers of extra large surface disinfectant
wipes. The terms of our Distribution Agreement with Dupont extend thorough June 2009.3.
    
    New Employee Health and Safety programs for large corporations and property
management companies that provide them with pandemic planning products. In the pandemic
supply area, Veridien developed and launched a line up of high end, high profit margin,
hand sanitizer dispensers that are appropriate for use in Triple A rated office towers. The
customized stainless steel and granite lobby dispensers were well received at BOMEX, the
industry tradeshow for BOMA, the North American Building Owners and Management Association.
This resulted in opening sales during the fourth quarter of 2007 to major real estate
management companies including Great West Life Realty Advisors Inc and Redcliff Realty
Management Inc. Viraguard® Infection Control Products are now listed on the BOMA website as
recommended pandemic control products for use in large corporate office buildings, public
shopping centers and industrial facilities. Veridien has now engaged a dedicated sale
agency to develop and expand pandemic product sales in Canada and the United States first
through BOMA and thereafter through government and institutional sales. Veridien also
entered into a distribution contract with Unisource Worldwide, the largest distributor of
hand sanitizers and disinfectants in Canada, with 19 warehouse locations coast to coast.4.
    
    Sales expansion into multiple markets, including spa and salon, fitness facilities,
consumer marketing partnership and hospitality markets. Veridien had growth in the fitness
facility channel, with expanded sales to Sportsmith LLC, Americas largest catalog
distributor in the fitness club industry. 2008 sales are expected to grow significantly
with new found awareness of infection control problems such as MRSA (methicillin resistant
staphylococcus aureus) and other pathogens moving from hospitals into public spaces such as
fitness clubs, college and high school locker rooms, and public sports facilities. Veridien
will also be expanding its sales representative network into spa and salon channels. There
are over 250,000 spas and salons in the United States. Disinfection and hand sanitizing
products are in growing demand, as state and local governments are demanding higher levels
of protection for consumers. Outbreaks of Hepatitis B and C, MRSA, Trichophyton
mentagrophytes (athletes foot) fungus are problematic in the salon industry.
  Employees
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Competitive Advantage ® ® ® ® ® ®
  Research & Development
 Pricing Strategy ®
 Expanded Marketing
 ® ®
 12




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®
 Manufacturing
  Availability of Raw Materials ®
 Governmental Regulation
   A.
    
    VIRAHOL® Hospital Disinfectant/Cleaner & Instrument Presoak, assigned
EPA Registration No. 60142-1, and has an EPA accepted label, is
designed for effective disinfecting, cleaning and deodorizing of hard
inanimate surfaces such as walls, sink tops, tables, chairs,
telephones, toilet seats and bed frames.B.
    
    VIRAHOL® Hospital Surface Disinfectant Towelette, assigned EPA
Registration No. 60142-3, and has
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an EPA accepted label, is designed
for effective cleaning, disinfecting and deodorizing of hard
non-porous, inanimate surfaces such as walls, sink tops, tables,
chairs, telephones, toilet seats and bed frames.
 ® ®
          14




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® ® ® ®
  ® ®
  15




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www.veridien.com
     ®  ®   ®
  ®  ®  ®  ®  ®  ®  ®  ®  ®
  ®  ®  ®  ®  ®  ®  ®
  ®  ®
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##### Table of Contents



pending
     published
 U.S. ISSUED PATENT
 U.S. PUBLISHED PATENT APPLICATIONS
   PCT PUBLISHED PATENT APPLICATIONS
 Title
    
    
    Pub. Date
    
    Int. Class
    
    App. Num
    
    Applicant1.
    
    (WO 2007/086900)
STILBAZIUM RESEARCH
ASSAYS
    
    
    02.08.2007
    
    
    H04L 9/00
    
    PCT/US2006/012942
    
    MYCOSOL, INC.Methods for determining the presence, absence, health or interaction between cells analytes, nucleic acids or
microorganisms in a sample are provided. Compounds that fluoresce and kits containing the same are also provided.2.
    
    (WO 2007/056556)
POLYETHYLENE GLYCOL
CONJUGATES OF
PYRIDINIUM AND
THIAZOLIUM
COMPOUNDS AND
METHODS
    
    
    18.05.2007
    
    
    A61K 31/426
    
    PCT/US2006/043748
    
    MYCOSOL, INC.
 17




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##### Table of Contents



Title
    
    
    Pub. Date
    
    Int. Class
    
    App. Num
    
    ApplicantOF USING THE SAMEPegylated pyridinium and thiazolium compounds and methods of their use in medicine, research, industry, agriculture and
recreational activities are disclosed. The present invention also provides methods of controlling microbial growth and
infection. Additionally, the present invention provides methods of controlling microbial infestations relating to
industrial and agricultural uses. The present invention can also be used to control insects.3.
    
    (WO 2007/056340)
DISINFECTANT AND
ANTISEPTIC
PYRIDINIUM AND
THIAZOLIUM
COMPOUNDS AND
METHODS OF USING
THE SAME
    
    
    18.05.2007
    
    
    A61K 31/4545
    
    PCT/US2006/043285
    
    MYCOSOL, INC.Long lasting pyridinium and thiazolium compounds and methods of their use in medicine, industry, agriculture and
recreational activities are disclosed. The present invention also relates to methods of controlling microbial growth
and infection.4.
    
    (WO 2006/065942)
THIAZOLIUM
COMPOUNDS AND USES
THEREOF
    
    
    22.06.2006
    
    
    A61K 31/426
    
    PCT/US2005/045325
    
    MYCOSOL, INC.Methods of controlling microbial growth utilizing thiazolium compounds are generally disclosed. Methods of controlling
infestations relating to agricultural, industrial and marine uses through the use of thiazolium compounds are also
disclosed. Further, methods of use of thiazolium compounds in medicine, particularly in the prophylaxis and treatment
of inflammatory conditions, infectious conditions, as well as immune disorders are disclosed.5.
    
    (WO 2004/078136)
PYRIDINIUM SALTS,
COMPOUNDS AND
METHODS OF USE
    
    
    16.09.2004
    
    
    A61K 31/495
    
    PCT/US2004/006437
    
    MYCOSOL, INC.Compounds of pyridinium salts and methods of their use in medicine, particularly in the prophylaxis and treatment of
inflammatory conditions, infectious conditions, as well as immune disorders are disclosed. The present invention also
relates to methods of controlling fungi and/or bacteria. Additionally, the present invention relates to controlling
fungal or bacterial infestations relating to industrial and agricultural uses. The present invention may also be used
to control insects.
   ®   ®
 pending
  
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PART II
 
  Market Information
  Quarter Ended
    
    High Bid
    
    Low BidDecember 31, 2007
    
    $
    .037
    
    
    
    .018September 30, 2007
    
    
    .042
    
    
    
    .03June 30, 2007
    
    
    .051
    
    
    
    .031March 31, 2007
    
    
    .062
    
    
    
    .037December 31, 2006
    
    $
    .049
    
    
    
    .032September 30, 2006
    
    
    .043
    
    
    
    .025June 30, 2006
    
    
    .05
    
    
    
    .03March 31, 2006
    
    
    .084
    
    
    
    .018
  Holders
  Dividends
  19




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##### Table of Contents



1.
    
    At present there is a series of 300,000 shares of Preferred Stock, created on November
7, 2006, titled 2006-A Series of Convertible Redeemable Preferred Stock, of which 200,607
are issued and outstanding at December 31, 2007. These shares are entitled to receive an
annual dividend of 8% of their stated value per share before any dividend is paid to
holders of the Common Stock. Any dividend not declared and paid is accumulated on a
quarterly basis and must be paid before any dividend or distribution is made on our Common
Stock. At December 31, 2007 there were $185,232 in accrued and unpaid dividends on this
series of stock.2.
    
    At present there is a series of 1,200,000 shares of Preferred Stock, created on
November 7, 2006, titled 2006-B Series of Convertible Redeemable Preferred Stock, of
which 1,008,995 are issued and outstanding at December 31, 2007. These shares are entitled
to receive an annual dividend of 8% of their stated value per share before any dividend is
paid to holders of the Common Stock. Any dividend not declared and paid is accumulated on
a quarterly basis and must be paid before any dividend or distribution is made on our
Common Stock. At December 31, 2007 there were $893,024 in accrued and unpaid dividends on
this series of stock.3.
    
    At present there is a series of 300,000 shares of Preferred Stock, created on November
7, 2006, titled 2006-C Series of Convertible Redeemable Preferred Stock, of which zero
(0) are issued and outstanding at December 31, 2007. These shares are entitled to receive
an annual dividend of 8% of their stated value per share before any dividend is paid to
holders of the Common Stock. Any dividend not declared and paid is accumulated on a
quarterly basis and must be paid before any dividend or distribution is made on our Common
Stock. At December 31, 2007 there were no accrued and unpaid dividends on this series of
stock.
 
  20




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Number of
    
    Weighted
    
    Number of securitiessecurities to be
    
    average
    
    remaining available forissued upon
    
    exercise price
    
    future issuance underexercise of
    
    of outstanding
    
    equity compensation plansoutstanding
    
    options,
    
    (excluding securitiesoptions, warrants
    
    warrants &
    
    reflected in& rights
    
    rights
    
    column(a))(a)
    
    (b)
    
    (c)Equity compensation
plans approved by
security holders
    
    
    0
    
    
    
    0
    
    
    
    0Equity compensation
plans not approved
by security holders
    
    
    2,000,000
    
    
    $
    0.0635
    
    
    
    1,820,592Total
    
    
    2,000,000
    
    
    
    
    
    
    
    1,820,592
  Sales of Unregistered Securities During Fiscal Year 2007
  Common Stock
    21




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Preferred Stock
   Common Stock Warrants
    22




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Overview
   Ò ® ® ® ®
 Ò Ò ® ®
 ® ®
 ®
  23




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Results of Operations
 Fiscal 2007 Compared With Fiscal 2006
 Year Ended December 31, 2007 vs. Year Ended December 31, 2006
 Year Ended
    
    Percentage ofDecember 31
    
    net revenue2007
    
    2006
    
    2007
    
    2006Revenues
    
    $
    2,538,212
    
    
    $
    1,850,066
    
    
    
    100
    %
    
    
    100
    %Cost of Revenue
    
    
    1,863,423
    
    
    
    1,238,935
    
    
    
    73
    %
    
    
    67
    %Gross Profit
    
    
    674,789
    
    
    
    611,131
    
    
    
    27
    %
    
    
    33
    %Operating ExpensesGeneral & Administrative
    
    
    2,228,962
    
    
    
    1,185,586
    
    
    
    88
    %
    
    
    64
    %Research & Development  Veridien
    
    
    164,706
    
    
    
    138,771
    
    
    
    6
    %
    
    
    8
    %Research & Development  Other
    
    
    543,210
    
    
    
    349,620
    
    
    
    21
    %
    
    
    19
    %(Loss) from Operations
    
    
    (2,262,089
    )
    
    
    (1,062,846
    )
    
    
    (89
    )%
    
    
    (57
    )%Other Income (expense) Net
    
    
    (90,514
    )
    
    
    (1,933,123
    )
    
    
    (4
    )%
    
    
    (104
    )%Net income (loss) before minority
interest
    
    
    (2,352,603
    )
    
    
    (2,995,969
    )
    
    
    (93
    )%
    
    
    (162
    )%Minority interest in Mycosol loss
    
    
    181,976
    
    
    
    181,323
    
    
    
    7
    %
    
    
    10
    %Net loss
    
    
    (2,170,627
    )
    
    
    (2,814,646
    )
    
    
    (86
    )%
    
    
    (152
    )%Deemed dividend on preferred
stock
    
    
    (96,625
    )
    
    
    (1,159,378
    )
    
    
    (4
    )%
    
    
    (63
    )%Net loss attributable to common
shareholders
    
    
    (2,267,252
    )
    
    
    (3,974,024
    )
    
    
    (89
    )%
    
    
    (215
    )%
  
    
    Gross revenue from product sales increased in 2007 by $688,146, or 37%, to $2,538,212
compared with $1,850,066 in 2006. The increase in sales revenue was due primarily to the
Canadian launch in the institutional/industrial market of the Viraguard product line and an
increase in U.S. sales to a major customer. We continue active promotion of our product
line through trade-show presentations, contracts, and direct calls on both existing and
potential customers. Our goal is to continue to expand our product lines and we anticipate
new products, which are scheduled with various releases this year, will generate new
revenue in this and future years. In addition, we continue to pursue strategic alliances
with other corporations that have existing distribution networks. Our goal for these
alliances is to create immediate distribution and fulfillment avenues for our products,
while focusing on our capital resources.
 
    
    Interest income for 2007 increased by $2,612, or 38%, to $9,522 compared to $6,910 in
2006. The increase in interest income is due primarily to an increase in cash on hand from
increased sales.
 24




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##### Table of Contents




    
    Dividend income for 2007 decreased by $129,871, or 100%, to $-0- compared to $129,871 in
2006. The dividend income recorded in 2006 is for 359,753 Standard Global Holding Group
Ltd. (SNDH) common shares which were distributed in February 2006 valued at $125,914 and
359,754 Healthnostics, Inc. (HNST) common shares which were distributed in November 2006
valued at $3,957. At December 31, 2007 and December 31, 2006 the Company owned 719,507
Health Quotient, Inc. (HQNT) common shares, 370,495 Healthnostics, Inc. (HNST) common
shares, and 431,404 Standard Global Holding Group Ltd. (SNDH) common shares and recorded
them at their fair market value of $20,591 and $37,476 respectively.
  
    
    The cost of goods sold from product sales for 2007 increased by $624,488, or 50%, to
$1,863,423 compared with $1,238,935 in 2007. The cost of goods ratio as a percentage of
product sales increased to 73% in 2007 compared to 67% in 2006. The increase in cost of
goods sold is primarily due to the increased sales of 37% for 2007 versus 2006. The
overall increase of 6% in the percentage for cost of goods ratio for product sales is due
to sales of a product mix with lower margins. Although the costs of Isopropyl Alcohol and
freight surcharges being levied due to the increasing costs of oil has decreased margins,
the Company continues to work toward decreasing the cost of goods ratio as a percentage of
product sales by improving the product mix with higher margins by sourcing new
manufacturers and adding new higher margin products.
 
    
    General, selling, and administrative expenses for 2007 increased overall by $1,043,376,
or 88%, to $2,228,962 compared with $1,185,586 in 2006.Items within the General, Sales and Administrative Costs category for this period included:
 
    
    Administrative wages which increased $20,983 or 14% to $173,194
compared with $152,211. This increase is attributable to the increase in permanent
staff versus contracting staff from outside agencies.
    
    Professional legal, consulting and accounting expenses which decreased
$34,379 by 12% to $243,881 compared with $278,260.
    
    Public company expenses which increased $6,104 or 9% to $73,572
compared with $67,468. This increase is mainly attributable to an increase in the
amount of fees for outside services year to date.
    
    Selling expenses which increased $58,809 or 14% to $471,163 compared
with $412,354. This increase is primarily attributable to the increase in sales
consulting services of 48%.
    
    Professional management compensation expenses which increased by 100%
to $262,500 compared with $-0-. This increase is attributable to compensation
packages for Sheldon Fenton and Kenneth Cancellara.
    
    Equity based compensation expenses which increased by 100% to $620,277
compared with $-0-. These expenses are non-cash and are the fair market value of
the warrants issued as calculated using the Black-Scholes model. They are
attributable (i) $55,404 for options issued to third party consultants; (ii)
$153,826 for options issued under the new compensation packages for Sheldon Fenton
and Kenneth Cancellara; and (iii) $461,047 for the issuance of warrants for the
purchase of 49.9% of Santius LifeSciences, Inc.(see Notes A, J and M to the
consolidated financial statements).
 
    
    Research and development expenses related to Veridien for 2007 increased by $25,935, or
19%, to $164,706 compared with $138,771 in 2006. The increase was due primarily to
increased cost of research focusing on broadening the range of claims we can assert on our
existing products and on testing new products for commercialization in the U.S. and
globally.
 25




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##### Table of Contents




    
    Research and development expenses related to Mycosol Research and Development for 2007
increased by $136,245, or 39%, to $485,865 compared with $349,620 in 2006. On June 7,
2004, Veridien reached an understanding to create an alliance with Mycosol, Inc., a drug
and chemical development company. Mycosols business purpose is to bring to market
mutually beneficial products that utilize existing technologies of Veridien and new
technologies being developed by Mycosol.
 Consolidation of Variable Interest Entities
    12/31/2007
    
    12/31/2006Preferred Shares (1)
    
    
    2,475,000
    
    
    
    1,852,000Common Shares
    
    
    1,285,438
    
    
    
    687,500Common Share Warrants (2)
    
    
    79,313
    
    
    
    443,625Short Term Loans due Veridien
    
    $
    55,200
    
    
    $
    -0-
 
 (1)
    
    convertible into Mycosol Common Shares at 1:1(2)
    
    Warrants to purchase Mycosol Common Stock at an exercise price of $0.001 per share 26




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##### Table of Contents




    
    Research and development expenses related to Santius LifeSciences, Inc 2007 increased by
$57,345 or 100%.On May 8, 2007 Veridien entered into an Agreement with Lexxec Corporation
for the acquisition of 49.9% of Santius LifeSciences and the option to acquire the balance
of 50.1% ownership under certain terms and conditions. Santius LifeSciences has the
primary objective of undertaking a pharmaceutical undertaking in respect of locating,
in-licensing or acquiring pharmaceutical products for distribution in some of the emerging
world markets, including but not limited to Russia, China, India and Brazil. Veridien
consolidated the operations of Santius in accordance with FASB Interpretation 46 (Revised),
Consolidation of Variable Interest Entities, which requires a company to consolidate a
variable interest entity (VIE) if the company stands to absorb a majority of the VIEs
expected losses and/or receive a majority of the VIEs expected residual returns.
    
    Interest expense for 2007 decreased by $522,567, or 86%, to $83,150 compared with
$605,717 in 2006. The decrease in interest expense was due primarily to a decrease in debt
from the capital reorganization in fourth quarter 2006. Also the Company expensed $3,536
in convertible debenture discount per Black Scholes calculations in 2007 compared to
$13,535 in 2006.
    
    On November 7, 2006 the Board of Directors approved a Plan of Financial Reorganization
and Recapitalization. The plan was designed to reduce the debt and accrued liabilities of
Veridien by seeking the exchange of (i) Convertible Debenture debt (principal and accrued
interest); (ii) unpaid dividends accrued on Class A Preferred Stock; and (iii) unpaid
dividends accrued on Series B Preferred Stock, into equity. Veridiens liability for $7.2
Million of convertible debt (including accrued interest thereon) and $2.1 Million of
Preferred Stock accrued and unpaid dividends were satisfied and converted to equity with
the implementation of this plan. The reorganization and recapitalization plan incurred
$1,233,998 in debt conversion expenses for 2006. This is a one-time, non-cash non-recurring
expense.
    
    During 2007 and 2006 the Company did not sell any of its marketable securities.
    
    During 2007 the Company recorded an unrealized loss on investments in the amount of
$16,886 due to the increase in the fair market value of Healthnostics, Inc. (HNSO) shares
to $.009 at December 31, 2007 from $.008 at December 31, 2006 offset by a decrease in the
fair market value of Standard Global Holding Group Ltd. (SNDH) shares to $.04 at December
31, 2007 from $.08 at December 31, 2006. During 2006 the Company recorded an unrealized
loss on investments in the amount of $230,189 due to the decline in the fair market value
of H-Quotient, Inc (HQNT) shares to $.00 at December 31, 2006 from $.17 at December 31,
2005; Healthnostics, Inc. (HNSO) shares to $.008 at December 31, 2006 from $.125 at
December 31, 2005 and Standard Global Holding Group Ltd. (SNDH) shares to $.08 at December
31, 2006 from $.24 at December 31, 2005. . At December 31, 2007 and December 31, 2006
Veridien held (i) 719,507 shares of H. Quotient Inc. (HQNT), (ii) 370,495 shares of
Healthnostics Inc. (HNST) and (iii) 431,404 shares of Standard Holdings Group Ltd. (SNDH);
with a year-end market value of $20,591 and $37,476 respectively.
  27




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
    
    During the twelve months ended December 31, 2007 400,000 common shares were earned by the
Chairman of the Board under the terms of his consulting agreement with the company. The
effective price per share was $0.0335.
    
    During the twelve months ended December 31, 2007, 327,771 shares were issued to employees,
under the terms of their employment contracts or as performance bonuses. The average
effective price per share was $0.036. The first quarter portions of these issuances totaling
97,818 common shares were issued under the companys S8 Registration Statement.
    
    During the fourth quarter we issued 15,233Preferred Shares series 2006-B for cash proceeds
of $152,332.
    
    During the fourth quarter we issued 126,856 common shares for extinguishment of Notes
Payable  related Party of $4,313. The effective price per share was $0.034.
    
    During the second quarter we issued 50,000 Preferred Shares series 2006-B for cash proceeds
of $500,000.
    
    During the first quarter we issued 27,000 Preferred Shares series 2006-B for (i) cash
proceeds of $250,000; and (ii) extinguishment of Notes Payable  related Party (cash proceeds
already received by the company) of $20,000.
    
    During the second quarter the holders of 12,079 Preferred Shares of series 2006-B elected
to convert their Preferred Shares and accrued and unpaid dividends thereon of $3,945.81 into
3,118,395 common shares. As per the terms of the Preferred Shares, the effective price per
share was $0.04.
    
    During the first quarter the holders of 14,945 Preferred Shares of series 2006-B elected to
convert their Preferred Shares and accrued and unpaid dividends thereon of $2,937.53, into
3,809,688 common shares. As per the terms of the Preferred Shares, the effective price per
share was $0.04.
    
    During the second quarter 925,926 common shares were issued to two minority shareholders of
Mycosol, Inc. in exchange for their 50,000 Mycosol common shares and 18,750 Mycosol common
share warrants.
    
    During the second quarter the following warrants for the purchase of Common Stock were
issued to a consultant providing management services to the company, all with an expiry date
of December 31, 2011: [a] 1,000,000 warrants with an exercise price of $0.06 and vesting (i)
333,333 immediate, (ii) 333,333 on December 31, 2007, and (iii) 333,334 on December 31, 2008;
[b] 1,000,000 warrants with
 28




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##### Table of Contents



an exercise price of $0.10 and vesting (i) 333,333 on December 31, 2007, and (ii) 666,667 on
December 31, 2008.
    
    During the second quarter the following warrants for the purchase of Common Stock were
issued to each of Sheldon Fenton (President & CEO) and Kenneth Cancellara (Executive
Chairman) as part of a compensation package for providing management services to the company,
all with an expiry date of April 1, 2012: [a] 2,500,000 warrants with an exercise price of
$0.06 and immediate vesting; [b] 2,500,000 with an exercise price of $0.10, vesting on
December 31, 2008; and [c] 2,500,000 warrants with an exercise price of $0.10, vesting on
December 31, 2009.
    
    During the second quarter the 25,000,000 Common Stock warrants were issued in exchange for
a 49.9% interest in Santius LifeSciences Inc. The warrants vest immediately and expire on May
12, 2012. The exercise price for 14,200,000 of the warrants is $0.06 and for 10,800,000 of
the warrants is $0.10.
    
    During the first quarter we issued a convertible debenture for extinguishment of Notes
Payable-related Party (cash proceeds already received by the company) of $125,000. This
debenture carries an interest rate of 8%, has a 1-year term and has a conversion rate of
$0.04.
        29




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30




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##### Table of Contents



Critical Accounting Estimates
        31




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/s/ Malone & Bailey, PCwww.malone-bailey.comHouston, Texas  32




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##### Table of Contents



Financial Statements
Veridien Corporation
and Subsidiaries
   2007
    
    
    2006AssetsCurrent assets:Cash
    
    $
    75,389
    
    
    $
    185,656Marketable securities
    
    
    20,591
    
    
    
    37,476Accounts receivable, net of allowance
of $53,893 and $86,077
    
    
    607,449
    
    
    
    620,145Inventory
    
    
    572,689
    
    
    
    499,700Prepaid expenses and other current assets
    
    
    66,456
    
    
    
    77,420Total current assets:
    
    
    1,342,574
    
    
    
    1,420,397Property and equipment, net of accumulated
depreciation of $434,999 and $425,286
    
    
    32,432
    
    
    
    35,970Other assets:Patents, net of accumulated amortization of
of $521,408 and $516,298
    
    
    614,604
    
    
    
    410,136Goodwill
    
    
    1,151,751
    
    
    
    905,516Security deposits
    
    
    5,695
    
    
    
    8,283Total Assets:
    
    $
    3,147,056
    
    
    $
    2,780,302
  33




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##### Table of Contents



Veridien Corporation
And Subsidiaries
   2007
    
    
    2006Liabilities and Stockholders EquityCurrent liabilities:Note payable
    
    $
    46,286
    
    
    $
    58,223Note payable  related party
    
    
    234,102
    
    
    
    179,102Current portion of convertible debentures, net of debt
discount of $3,535 and $7,071 at December 31, 2007, and 2006
    
    
    205,465
    
    
    
    201,929Current portion of convertible debentures  related party
    
    
    275,000
    
    
    
    150,000Accounts payable
    
    
    739,129
    
    
    
    632,161Accounts payable  related party
    
    
    638,526
    
    
    
    93,406Accrued liabilities
    
    
    191,759
    
    
    
    195,975Accrued liabilities  related party
    
    
    166,528
    
    
    
    125,183Total current liabilities
    
    
    2,496,795
    
    
    
    1,635,979Long-term liabilities:Convertible debentures
    
    
    50,000
    
    
    
    50,000Total liabilities:
    
    
    2,546,795
    
    
    
    1,685,979Minority interest
    
    
    90,049
    
    
    
    100,790Shareholders equity:Preferred Stock  23,200,000 undesignated, $.001 par value
at December 31, 2007 and 2006Series 2006-A Preferred Stock, $.001 par value, 300,000 authorized,
and 200,607 issued and outstanding at December 31, 2007 and 2006
    
    
    201
    
    
    
    201Series 2006-B Preferred Stock, $.001 par value, 1,200,000
authorized, and 1,008,955 issued and outstanding at December
31, 2007 and 943,746 issued and outstanding at December 31, 2006
    
    
    1,009
    
    
    
    944Series 2006-C Preferred Stock, $.001 par value, 300,000 authorized,
and 0 issued and outstanding at December 31, 2007 and 0
issued and outstanding at December 31, 2006
    
    
    -0-
    
    
    
    -0-Common Stock  $.001 par value; 800,000,000 shares at December
31, 2007 and at December 31, 2006 authorized;
262,549,196 and 253,840,560 shares issued and
outstanding at December 31, 2007 and 2006
    
    
    262,549
    
    
    
    253,841Additional paid-in capital
    
    
    43,005,938
    
    
    
    41,335,741Cumulative foreign exchange adjustment
    
    
    (17,421
    )
    
    
    (25,757
    )Accumulated deficit
    
    
    (40,571,437
    )
    
    
    (37,756,791
    )Current period loss
    
    
    (2,170,627
    )
    
    
    (2,814,646
    )Total shareholders equity:
    
    
    510,212
    
    
    
    993,533Total Liabilities and Shareholders Equity:
    
    $
    3,147,056
    
    
    $
    2,780,302
  34




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##### Table of Contents



Veridien Corporation
and Subsidiaries
 
 2007
    
    
    2006Revenue
    
    $
    2,538,212
    
    
    $
    1,850,066Operating costs and expenses:Cost of revenue
    
    
    1,863,423
    
    
    
    1,238,935General, selling, and
administrative
    
    
    2,228,962
    
    
    
    1,185,586Research and development
    
    
    707,916
    
    
    
    488,3914,800,301
    
    
    
    2,912,912Loss from operations
    
    
    (2,262,089
    )
    
    
    (1,062,846
    )Other income (expense):Interest expense
    
    
    (83,150
    )
    
    
    (605,717
    )Debt conversion expense
    
    
    -0-
    
    
    
    (1,233,998
    )Unrealized loss
on investments
    
    
    (16,886
    )
    
    
    (230,189
    )Interest and dividend income
    
    
    9,522
    
    
    
    136,781(90,514
    )
    
    
    (1,933,123
    )Net loss before minority interest
    
    
    (2,352,603
    )
    
    
    (2,995,969
    )Minority interest in Mycosol loss
    
    
    181,976
    
    
    
    181,323Net loss
    
    $
    (2,170,627
    )
    
    $
    (2,814,646
    )Deemed dividend on preferred
stock
    
    $
    (96,625
    )
    
    $
    (1,159,378
    )Net loss attributable to common
shareholders
    
    $
    (2,267,252
    )
    
    $
    (3,974,024
    )Net loss per common share
 basic and diluted
    
    
    ($.01
    )
    
    $
    (.01
    )Net loss attributable to common
shareholders per common
share  basic and diluted
    
    
    ($.01
    )
    
    $
    (.02
    )Weight average share outstanding
    
    
    260,726,028
    
    
    
    235,738,481
  35




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##### Table of Contents



Veridien Corporation
and Subsidiaries
   Number of SharesConvertible
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    ShareholdersRedeemable
    
    Series B
    
    Series 2006-A
    
    Series 2006-B
    
    Common
    
    Capital
    
    Accumulated
    
    Comprehensive
    
    EquityPreferred
    
    Preferred
    
    Preferred
    
    Preferred
    
    Shares
    
    Stock
    
    Deficit
    
    Income/ (loss)
    
    (Deficit)Balances at January 1, 2006
    
    
    6,000
    
    
    
    174,219
    
    
    
    
    
    
    
    
    
    
    
    228,282,857
    
    
    $
    32,108,002
    
    
    $
    (37,756,791
    )
    
    
    
    
    
    $
    (5,648,789
    )Common stock issued for- cash received for exercise of warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,000
    
    
    
    1,100
    
    
    
    
    
    
    
    
    
    
    
    1,100- services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    809,373
    
    
    
    32,970
    
    
    
    
    
    
    
    
    
    
    
    32,970- payment of debt
    
    
    
    
    
    
    27,451
    
    
    
    
    
    
    
    
    
    
    
    13,334,338
    
    
    
    476,415
    
    
    
    
    
    
    
    
    
    
    
    476,415- investment in Mycosol
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,803,992
    
    
    
    392,160
    
    
    
    
    
    
    
    
    
    
    
    392,160- pref share conversion to common stock
    
    
    (6,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,500,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pref Share sale
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,000
    
    
    
    
    
    
    
    160,000
    
    
    
    
    
    
    
    
    
    
    
    160,000Plan of Reorganization and Recapitalization
    
    
    
    
    
    
    (201,670
    )
    
    
    200,607
    
    
    
    927,746
    
    
    
    
    
    
    
    8,367,226
    
    
    
    
    
    
    
    
    
    
    
    8,367,226Fair value of warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,248
    
    
    
    
    
    
    
    
    
    
    
    32,248BCF for Convertible debt issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,606
    
    
    
    
    
    
    
    
    
    
    
    20,606Beneficial conversion feature embedded in preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,159,378Deemed dividend on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,159,378
    )Cumulative foreign exchange adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (25,757
    )
    
    
    (25,757
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,814,646
    )
    
    
    
    
    
    
    (2,814,646
    )Balances at December 31, 2006
    
    
    
    
    
    
    
    
    
    
    200,607
    
    
    
    943,746
    
    
    
    253,840,560
    
    
    $
    41,590,727
    
    
    $
    (40,571,437
    )
    
    $
    (25,757
    )
    
    $
    993,533Common stock issued for- services
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    727,771
    
    
    
    25,164
    
    
    
    
    
    
    
    
    
    
    
    25,164- payment of debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    126,856
    
    
    
    4,313
    
    
    
    
    
    
    
    
    
    
    
    4,313- investment in Mycosol
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    925,926
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    50,000- pref share conversion to common stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,024
    )
    
    
    6,928,083
    
    
    
    6,884
    
    
    
    
    
    
    
    
    
    
    
    6,884Preferred stock issued for cash
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,233
    
    
    
    
    
    
    
    902,332
    
    
    
    
    
    
    
    
    
    
    
    902,332Preferred stock issued for debt
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,000
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    20,000Fair value of warrants issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    670,277
    
    
    
    
    
    
    
    
    
    
    
    670,277BCF for Convertible debt issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Beneficial conversion feature embedded in preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    96,625Deemed dividend on preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (96,625
    )Cumulative foreign exchange adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,336
    
    
    
    8,336Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,170,627
    )
    
    
    
    
    
    
    (2,170,627
    )Balances at December 31, 2007
    
    
    
    
    
    
    
    
    
    
    200,607
    
    
    
    1,008,955
    
    
    
    262,549,196
    
    
    $
    43,269,697
    
    
    $
    (42,742,064
    )
    
    $
    (17,421
    )
    
    $
    510,212
 Less par values:Series 2006-A preferred
    
    
    (201
    )Series 2006-B preferred
    
    
    (1,009
    )Common
    
    
    (262,549
    )Paid in Capital
    
    $
    43,005,938
  36




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##### Table of Contents



Veridien Corporation
and Subsidiaries
 2007
    
    
    2006Cash flows from operating activitiesNet (loss)
    
    $
    (2,170,627
    )
    
    $
    (2,814,646
    )Adjustments to reconcile net (loss) to net cash
used by operating activities:Depreciation and amortization
    
    
    14,823
    
    
    
    13,032Non-cash expense of fair market value of warrants
    
    
    670,277
    
    
    
    -0-Amortization of debt discount associated with BCF
    
    
    3,536
    
    
    
    13,535Non cash dividends
    
    
    6,884
    
    
    
    (129,871
    )Unrealized losses on marketable securities
    
    
    16,886
    
    
    
    230,189Issuances of common stock for services
    
    
    25,165
    
    
    
    32,970Minority interest
    
    
    (181,976
    )
    
    
    (181,323
    )Debt conversion expense
    
    
    -0-
    
    
    
    1,233,998Changes in:Accounts receivable
    
    
    12,696
    
    
    
    (295,193
    )Inventory
    
    
    (72,989
    )
    
    
    (123,076
    )Prepaid expenses and other current assets
    
    
    10,964
    
    
    
    4,979Customer deposits
    
    
    -0-
    
    
    
    (16,977
    )Accounts payable  third party
    
    
    106,968
    
    
    
    179,257Accounts payable  related party
    
    
    549,433
    
    
    
    127,389Accrued expenses  third party
    
    
    (4,216
    )
    
    
    320,547Accrued expenses  related party
    
    
    41,345
    
    
    
    256,505Net cash provided (used) by operating activities
    
    
    (970,831
    )
    
    
    (1,148,685
    )Cash flow from investing activities:Purchase of property and equipment
    
    
    (6,175
    )
    
    
    (17,382
    )Purchase of additional interest in Mycosol
    
    
    (25,000
    )
    
    
    -0-Increase in patents
    
    
    (209,578
    )
    
    
    (128,966
    )Decrease in security deposits
    
    
    2,588
    
    
    
    1,682Net cash (used) by investing activities
    
    
    (238,165
    )
    
    
    (144,666
    )Cash flow from financing activities:Proceeds from convertible debentures
    
    
    -0-
    
    
    
    780,000Proceeds on notes payable  third party
    
    
    87,121
    
    
    
    81,248Proceeds on notes payable  related party
    
    
    300,000
    
    
    
    458,000Proceeds on preferred stock  series 2006-B
    
    
    902,332
    
    
    
    160,000Proceeds on exercised warrants
    
    
    -0-
    
    
    
    1,100Payments on notes payable  third party
    
    
    (99,060
    )
    
    
    (70,591
    )Payments on notes payable  related party
    
    
    (100,000
    )
    
    
    (72,000
    )Net cash provided by financing activities
    
    
    1,090,393
    
    
    
    1,337,757Net effect of exchange rates on cash
    
    
    8,336
    
    
    
    25,757Net increase/(decrease) in cash and equivalents
    
    
    (110,267
    )
    
    
    70,163Cash at beginning of year
    
    
    185,656
    
    
    
    115,493Cash at end of year
    
    $
    75,389
    
    
    $
    185,656Non-cash investing and financing activities:Conversion of debt to convertible debentures,
preferred stock, and common stock
    
    $
    149,313
    
    
    $
    1,127,032Conversion of convertible debentures,
preferred stock, and old preferred
A & B stock (2006) to common stock
and new preferred A & B stock
    
    
    277,123
    
    
    
    10,182,501Purchase of Mycosol interest with 925,926
Veridien common stock in 2007
and 9,803,992 Veridien common stock 2006
    
    
    50,000
    
    
    
    392,160
  37




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##### Table of Contents



NOTE A  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Organization, Business and Control
   Principles of Consolidation
  Accounting Estimates
  Cash Equivalents
  Revenue Recognition
  38




---



##### Table of Contents



Accounts Receivable
  Inventories
  Marketable Securities
  Property and Equipment
  Patents
  11. Fair Value of Financial Instruments
  12. Recent Accounting Pronouncements
  13. Stock-Based Compensation
 Share-Based Payment Accounting for Stock Issued to Employees
 39




---



##### Table of Contents



Asset Impairment
  Income Taxes
 
 Reclassification
  Net Loss per Share
  NOTE B  GOING CONCERN
    40




---



##### Table of Contents



NOTE C  CONSOLIDATIONS
 (i) MYCOSOL, Inc.
  Consolidation of Variable Interest Entities,
   41




---



##### Table of Contents



12/31/2007
    
    12/31/2006Preferred Shares (1)
    
    
    2,475,000
    
    
    
    1,852,000Common Shares
    
    
    1,285,438
    
    
    
    687,500Common Share Warrants (2)
    
    
    79,313
    
    
    
    443,625Short Term Loans due Veridien
    
    $
    55,200
    
    
    $
    0
 
 (1)
    
    Convertible into Mycosol common shares at 1:1(2)
    
    Warrants to purchase Mycosol common stock at an exercise price of $0.001 per share  2007
    
    
    2006Cash
    
    $
    1,598
    
    
    $
    880Inventory  raw materials
    
    
    52,587
    
    
    
    54,131Property and equipment
    
    
    29,395
    
    
    
    13,311Deposits and other
    
    
    5,095
    
    
    
    4,883Patents  pending
    
    
    571,630
    
    
    
    362,051Accounts payable
    
    
    (282,333
    )
    
    
    (176,278
    )Notes payable
    
    
    (89,302
    )
    
    
    (34,102
    )Minority Interest
    
    
    (90,048
    )
    
    
    (100,790)
    )Accrued Expenses
    
    
    (8,951
    )
    
    
    Accumulated deficit
    
    
    
    
    
    
    189,671
    
    
    
    124,086Research and development expenses
    
    
    485,865
    
    
    
    349,620Minority interest Mycosol loss
    
    
    (181,976
    )
    
    
    (181,323
    )303,889
    
    
    
    292,383
 (ii) SANTIUS LIFESCIENCES, INC.
   Consolidation of Variable Interest Entities
 42




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##### Table of Contents



2007Accounts Payable
    
    $
    57,345R& D Expense
    
    
    57,345
 NOTE D  MARKETABLE SECURITIES
  NOTE E  NOTES PAYABLE
      NOTE F  FINANCIAL REORGANIZATION AND RECAPITALIZATION PLAN
  43




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##### Table of Contents



Outstanding
    
    OutstandingPre-Plan
    
    Post-Plan *Common Shares
    
    
    247,859,113
    
    
    
    249,359,113Class A Pref. Shares
    
    
    6,000
    
    
    
    0Series B Pref. Shares
    
    
    201,670
    
    
    
    02006-A Pref. Shares (new)
    
    
    0
    
    
    
    200,6072006-B Pref. Shares (new)
    
    
    0
    
    
    
    959,5552006-C Pref. Shares (new)
    
    
    0
    
    
    
    0Class A Pref. Shares Accrued & Unpaid
Dividends
    
    $
    66,000
    
    
    $
    0Series B Pref. Shares Accrued & Unpaid
Dividends
    
    $
    2,042,624
    
    
    $
    0Convertible Debentures Principal & Accrued
Interest
    
    $
    8,023,877
    
    
    $
    799,665
 
 *
    
    note Outstanding Post-Plan numbers are not necessarily December 31, 2006 balances as
other securities issuance activity occurred between the implementation of the Plan and
Veridiens year-end. NOTE G  CONVERTIBLE DEBENTURES
    44




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##### Table of Contents



Year
    
    3rd Parties
    
    
    Related Parties
    
    
    Total2008
    
    $
    209,000
    
    
    $
    150,000
    
    
    $
    359,0002009
    
    
    50,000
    
    
    
    0
    
    
    
    50,0002010
    
    
    0
    
    
    
    125,000
    
    
    
    125,000Total
    
    $
    259,000
    
    
    $
    275,000
    
    
    $
    534,000
  NOTE H  COMMITMENTS AND CONTINGENCIES
    Year
    
    Amount2008
    
    $
    25,200
 NOTE I  PREFERRED STOCK
 (a) CONVERTIBLE REDEEMABLE PREFERRED STOCK (Class A Preferred Stock) : [series eliminated June
14, 2007]
  45




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##### Table of Contents



December 31, 2006
    
    December 31, 2005Class A Pref Shares outstanding
    
    
    0
    
    
    
    6,000Accrued and Unpaid Dividends
    
    $
    0
    
    
    $
    66,000
 Accounting for Derivative Instruments and Hedging
Activities Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock.
 (b)  SERIES B CUMULATIVE PREFERRED STOCK: [series eliminated June 14, 2007]
   December 31, 2006
    
    December 31, 2005Series B Pref Shares outstanding
    
    
    0
    
    
    
    174,219Accrued and Unpaid Dividends
    
    $
    0
    
    
    $
    1,770,031
 98-5 Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
 46




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##### Table of Contents



Accounting for Derivative Instruments and Hedging
Activities Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock.
 (c) 2006-A SERIES OF CONVERTIBLE REDEEMABLE PREFERRED STOCK
   December 31, 2007
    
    December 31, 20062006-A Series Pref Shares
outstanding
    
    
    200,607
    
    
    
    200,607Accrued and Unpaid Dividends
    
    $
    185,232
    
    
    $
    22,518
 98-5 Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity.
 Accounting for Derivative Instruments and Hedging
Activities Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a
 47




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##### Table of Contents



Companys Own Stock.
 (d) 2006-B SERIES OF CONVERTIBLE REDEEMABLE PREFERRED STOCK
   December 31, 2007
    
    December 31, 20062006-B Series Pref Shares
outstanding
    
    
    1,008,955
    
    
    
    943,746Accrued and Unpaid Dividends
    
    $
    893,024
    
    
    $
    103,065
 98-5 Accounting for Convertible Securities
with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios
 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity.
 Accounting for Derivative Instruments and Hedging
Activities Accounting for Derivative Financial Instruments Indexed to, and
Potentially Settled in, a Companys Own Stock.
 48




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##### Table of Contents



(e) 2006-C SERIES OF CONVERTIBLE REDEEMABLE PREFERRED STOCK
   NOTE J  STOCK OPTIONS AND WARRANTS
      49




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##### Table of Contents



ExercisePriceCommon Stock
    
    Warrants
    
    RangeOutstanding at January 1, 2006
    
    
    9,968,150
    
    
    $
    .001 -.07Granted
    
    
    4,666,667
    
    
    
    .06-.10Not yet Vested
    
    
    (2,333,334
    )
    
    
    .06-.10Exercised
    
    
    (110,000
    )
    
    
    .01Expired
    
    
    (1,000,000
    )
    
    
    .07Loan & Security
Agreement Conversion
    
    
    (7,858,150
    )
    
    
    .016Outstanding at December 31, 2006
    
    
    3,333,333
    
    
    $
    .057 -.07Granted
    
    
    42,000,000
    
    
    
    .06-.10Not yet Vested
    
    
    (11,000,001
    )
    
    
    .06-.10Vested (issued previous year)
    
    
    1,666,666
    
    
    
    .041-.10Expired
    
    
    (1,000,000
    )
    
    
    .07Outstanding at December 31, 2007
    
    
    34,999,998
    
    
    $
    .041 -.10
 NOTE K  INCOME TAXES
   50




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##### Table of Contents



Deferred tax assets  NOLs
    
    $
    9,300,000Valuation allowance
    
    
    (9,300,000
    )Net deferred taxes
    
    $
    
 NOTE L  SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
     NOTE M  RELATED PARTY TRANSACTIONS
    51




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##### Table of Contents



NOTE N  PATENTS AND GOODWILL
  Gross Carrying
    
    
    AccumulatedPATENTS
    
    Amount
    
    
    AmortizationBalance at December 31, 2005
    
    
    797,468
    
    
    
    (511,188
    )Activity during 2006
    
    
    128,966
    
    
    
    (5,110
    )Balance at December 31, 2006
    
    $
    926,434
    
    
    $
    (516,298
    )Activity during 2007
    
    
    209,578
    
    
    
    (5,110
    )Balance at December 31, 2007
    
    $
    1,136,012
    
    
    $
    (521,408
    )
 GOODWILL
    
    Carrying AmountBalance at December 31, 2005
    
    
    410,000Goodwill acquired through Step Acquisitions
    
    
    495,516Balance at December 31, 2006
    
    $
    905,516Goodwill acquired through Step Acquisitions
    
    
    246,235Balance at December 31, 2007
    
    $
    1,151,751
  52




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##### Table of Contents



Goodwill and
Other Intangible Assets.
 NOTE O  MAJOR CUSTOMERS
   NOTE P  SEGMENT REPORTING
  Revenue (1)
 2007
    
    
    2006United States
    
    $
    2,372,482
    
    
    $
    1,264,450Canada
    
    
    165,730
    
    
    
    485,349Other
    
    
    0
    
    
    
    100,267Total
    
    $
    2,538,212
    
    
    $
    1,850,066
 Long-lived Assets
 2007
    
    
    2006United States
    
    $
    1,801,370
    
    
    $
    1,359,905Canada
    
    
    3,112
    
    
    
    0Other
    
    
    0
    
    
    
    0Total
    
    $
    1,804,482
    
    
    $
    1,359,905
 
 (1)
    
    Revenues are attributed to countries based on location of customer. NOTE Q  SUBSEQUENT EVENTS
  53




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##### Table of Contents



Evaluation of Disclosure Controls and Procedures
  Managements Report on Internal Control over Financial Reporting
   54




---



##### Table of Contents



ITEM 8B OTHER INFORMATION
  55




---



##### Table of Contents



PART III
 
 
 Directors and Executive Officers
 Name
    
    Age
    
    PositionRussell D. Van Zandt
    
    
    67
    
    
    Chairman of the Board of Directors/Chief
Financial OfficerRene A. Gareau
    
    
    65
    
    
    Vice Chairman of the Board of Directors/Corporate
SecretarySheldon C. Fenton
    
    
    56
    
    
    President and CEO/ DirectorAlfred A. Ritter
    
    
    64
    
    
    DirectorRichard Klein
    
    
    63
    
    
    DirectorKenneth Cancellara
    
    
    61
    
    
    Director / Executive Chairman
    56




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##### Table of Contents



57




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##### Table of Contents



AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
  Compliance with Section 16(A) of The Exchange Act
  
  Compensation of Directors
  Compensation of Management
  58




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##### Table of Contents



Name & Principal Position
    
    Year
    
    Salary
    
    Stock Awards
    
    Option AwardsSheldon Fenton, CEO(1)
    
    
    2006
    
    
    
    0
    
    
    
    0
    
    
    
    02007
    
    
    $
    131,250
    
    
    
    0
    
    
    $
    76,913Russell Van Zandt, CFO(2)
    
    
    2006
    
    
    $
    30,000
    
    
    $
    16,700
    
    
    
    02007
    
    
    $
    30,000
    
    
    $
    13,400
    
    
    
    0Kenneth Cancellara,
    
    
    2007
    
    
    $
    131,250
    
    
    
    0
    
    
    $
    537,960Executive Chairman(3)
 
 1
    
    Mr. Fenton has served as CEO since June 3, 1998. Prior to 2007 he received no
compensation for these services. During the second quarter 2007 the Company entered into a
Consulting Agreement with Reserve Investment Corporation for the provision of the management
services of Sheldon Fenton as CEO (eff. April 1, 2007). This Agreement has a 3 year term and
calls for $175,000 annually for consulting services and 2,500,000 common share warrants
annually. The dollar amount under Option Awards represents the amount recognized for
financial statement reporting purposes with respect to the warrants for the fiscal year in
accordance with FAS 123R. At December 31, 2007 the consulting services remain unpaid in the
amount of $131,250 and are included in accounts payable  related party.Not included in the above table are the fees charged by Tanlon Management Services Inc. (of
which Mr. Fenton is an officer and a director). Tanlon charges the Company an annual management
fee of $150,000 at the rate of $37,500 per quarter; however, such fee covers the services of
Tanlon employees and is not intended as compensation for Mr. Fenton. At December 31, 2007
these fees remain unpaid in the amount of $206,000 and are included in accounts payable 
related party.2
    
    During the fourth quarter 2003 the Company entered into a Consulting Agreement with
Russell Van Zandt, who is the Chairman of the Board of Directors. This Agreement has been
renewed annually. The Agreement calls for $30,000 annually in cash payment for services and
100,000 common shares per quarter. The dollar amount under Stock Awards represents the amount
recognized for financial statement reporting purposes with respect to the fiscal year in
accordance with FAS 123R. In June 2005 Mr. Van Zandt took on the added responsibilities as
Chief Financial Officer of the Company.3
    
    During the second quarter 2007 the Company entered into a Consulting Agreement with
Lexxec Corporation for the provision of the management services of Kenneth Cancellara as
Executive Chairman (eff. April 1, 2007). This Agreement has a 3 year term and calls for
$175,000 annually for consulting services and 2,500,000 common share warrants annually.
$76,913 of the amount under Option Awards represents the amount recognized for financial
statement reporting purposes with respect to the warrants for the fiscal year in accordance
with FAS 123R. At December 31, 2007 the consulting services remain unpaid in the amount of
$131,250 and are included in accounts payable  related party. Also during the second
quarter 2007 the Company entered into an agreement with Lexxec Corporation to purchase a 49.9%
interest in Santius LifeSciences, Inc. The Santius acquisition was accounted for as
additional compensation to Mr. Cancellara for joining Veridien. The 25,000,000 Veridien
common share warrants issued in payment of the initial purchase price had a fair value
totaling $461,047 which was fully expensed during the second quarter 2007 in accordance with
FAS 123R and which amount is included under Options Awards. The exercise price for these
options is (i) $0.06 for 14,200,000 and (ii) $0.10 for 10,800,000. 59




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##### Table of Contents



1.
    
    The management of the Company is limited to four (4) persons;2.
    
    All of the management team have now been associated with the Company for
several years and have become familiar with the requirements applicable to them;3.
    
    The management of the Company is so small and in such regular
communication that the conduct of any one member of management is apparent to all;
and4.
    
    The Company has centralized the collection and disclosure of material
information and the control of public communications to persons familiar with the
applicable requirements and having direct professional access in the event of
perceived problems.
 
   60




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##### Table of Contents



Shares of Common
    
    
    Percentage asStock
    
    
    of 3/03/08 1Sheldon C. Fenton
    
    
    174,297,402
    2
    
    
    42.1
    %160 Eglinton Ave E, #500
Toronto, Ontario
Canada M4P 3B5Dunvegan Mortgage Corporation
    
    
    173,914,402
    2,3
    
    
    42.0
    %222 Delaware Ave, PO Box 2306
Wilmington, DE 19899Rene A. Gareau
    
    
    125,000
    
    
    
    0.05
    %602 Sarasota Quay
Sarasota, FL 34236Russell D. Van Zandt
    
    
    2,291,560
    
    
    
    0.87
    %100 Beach Dr. NE, #1002
St. Petersburg, FL 33701Alfred A. Ritter
    
    
    0
    
    
    
    0Rua Baronessa DeBeck 130
Malveira Da Serra
2755-153 Alcabideche, PortugalRichard Klein
    
    
    2,700,000
    
    
    
    1.03
    %107 Marseille Place
Cary, NC 27511Kenneth Cancellara
    
    
    23,469,651
    4
    
    
    8.5
    %145 Dunvegan Rd.
Toronto, Ontario Canada M5P 2N8Lexxec Corporation
    
    
    16,802,984
    5
    
    
    6.1
    %145 Dunvegan Rd.
Toronto, Ontario Canada M5P 2N8Margreat, Inc.
    
    
    18,186,665
    6
    
    
    6.5
    %149 Dunvegan Rd.
Toronto, Ontario Canada M5P 1M5Shane Fenton
    
    
    14,911,935
    7
    
    
    5.6
    %10 Delisle Court
Toronto, Ontario Canada 4V 3C6Jessica Fenton
    
    
    14,851,498
    8
    
    
    5.6
    %102 Bloor Street W
Toronto, Ontario Canada M5S 1M8Allen Greenspoon
    
    
    24,404,575
    9
    
    
    9.0
    %60 High Park Drive
Dundas, Ontario Canada L9H 6G7Sarasota Retail Investments, Inc.
    
    
    16,968,710
    10
    
    
    6.1
    %138 East Central Avenue
Howey-In-The-Hills, FL 34737Khemraj Dave Hardat
    
    
    16,703,500
    11
    
    
    6.0
    %92 Francesca Crt
Woodbridge, Ontario Canada L4L 9L2All Directors and Officers as a
    
    
    202,883,613
    
    
    
    47.3
    %Group (6 persons)
 
 1
    
    Based on 262,549,196 common shares (shares) issued and outstanding as of March 3,
2008 and assuming conversion of all of the Debentures and Preferred Shares, held by the
specified Investor, into common shares (which number is added to the denominator for the
purposes of calculating that Investors percentage ownership).2
    
    Includes Mr. Fentons direct ownership of 383,000 shares and indirect ownership of
22,333,014 shares owned by Dunvegan Mortgage Corporation, of which Mr. Fenton is an officer
and director. Also includes (i) 61




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##### Table of Contents



7,895,888 shares obtainable on the conversion of 27,608 Series 2006-A Preferred Shares owned by
Dunvegan Mortgage Corporation; and (ii) 143,685,500 shares obtainable on the conversion of
574,742 Series 2006-B Preferred Shares owned by Dunvegan Mortgage Corporation. Does not include
2,500,000 common share warrants held directly by Mr. Fenton, with an exercise price of $0.06.
Does not include holdings of his immediate family (including adult children), disclosed
separately in the table, in which Mr. Fenton disclaims any beneficial ownership3
    
    Includes (i) 7,895,888 shares obtainable on the conversion of 27,608 Series 2006-A
Preferred Shares owned by Dunvegan Mortgage Corporation; and (ii) 143,685,500 shares
obtainable on the conversion of 574,742 Series 2006-B Preferred Shares owned by Dunvegan
Mortgage Corporation4
    
    Includes Mr. Cancellaras direct ownership of 6,666,667 shares and indirect ownership
of 2,233,000 shares owned by Lexxec Corporation, of which Mr. Cancellara is an officer and
director. Also includes 14,569,984 shares obtainable on the conversion of 50,944 Series
2006-A Preferred Shares owned by Lexxec Corporation. Does not include 2,500,000 common share
warrants held directly by Mr. Cancellara, with an exercise price of $0.06. Does not include
common share warrants held by Lexxec (i) 14,200,000 with an exercise price of $0.06 and (ii)
10,800.000 with an exercise price of $0.10.5
    
    Includes 14,569,984 shares obtainable on the conversion of 50,944 Series 2006-A
Preferred Shares owned by Lexxec Corporation. Does not include common share warrants held by
Lexxec (i) 14,200,000 with an exercise price of $0.06 and (ii) 10,800.000 with an exercise
price of $0.10.6
    
    Includes (i) 14,869,998 shares obtainable on the conversion of 51,993 Series 2006-A
Preferred Shares; and 3,316,667 shares issuable in the event of conversion of the $125,000 of
Convertible Debentures (principal) and $7,667 of interest thereon as of December 31, 2007,
owned by Margreat, Inc. Marilyn Fenton, wife of Sheldon Fenton, owns Margreat, Inc. Mr.
Fenton disclaims any beneficial ownership of Margreat, Inc.s holdings.7
    
    Includes (i) 1,676,532 shares obtainable on the conversion of 5,862 Series 2006-A
Preferred Shares; and (ii) 4,397,576 shares issuable in the event of conversion of the $60,000
of Convertible Debentures (principal) and $49,896 of interest thereon as of December 31, 2007.8
    
    Includes (i) 1,713,500 shares obtainable on the conversion of 6,854 Series 2006-B
Preferred Shares; and (ii) 3,097,374 shares issuable in the event of conversion of the $50,000
of Convertible Debentures (principal) and $42,921 of interest thereon as of December 31, 2007.9
    
    Includes (i) 2,075,502 shares obtainable on the conversion of 7,257 Series 2006-A
Preferred Shares; (ii) 5,523,000 shares obtainable on the conversion of 22,092 Series 2006-B
Preferred Shares; and (iii) 3,333,509 shares issuable in the event of conversion of the
$80,000 of Convertible Debentures (principal) and $25,293 of interest thereon as of December
31, 2007.10
    
    Includes: (i) 10,684,960 shares obtainable on the conversion of 37,360 Series 2006-A
Preferred Shares; and (ii) 6,283,750 shares obtainable on the conversion of 25,135 Series
2006-B Preferred Shares.11
    
    Includes 16,203,500 shares obtainable on the conversion of 64,814 Series 2006-B
Preferred Shares. 
     th
 62




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##### Table of Contents



RUSSELL VAN ZANDT
    63




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##### Table of Contents



(a)
    
    an initial purchase price of 25 million common share warrants. These warrants vest
immediately and have a term of 5 years. The exercise price for 14.2 million of the
warrants is $0.06 and the exercise price for 10.8 million of the warrants is $0.10.;(b)
    
    additional purchase price of $1.071 million, which Lexxec shall use towards the
exercise price of its Veridien warrants and which purchase price shall only be payable at
the time when Santius has entered into initial product transaction(s)
with a Net Present Value of not
less the U.S. $6 million (as determined by an independent appraiser); and(c)
    
    additional purchase price of $1.214 million, which Lexxec shall use towards the
exercise price of its Veridien warrants and which purchase price shall only be payable at
the time when Santius has entered into additional product
transaction(s) with a Net Present Value of not
less the U.S. $13 million (as determined by an independent appraiser).
 64




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##### Table of Contents



Exhibit Index
 No.
    
    Description of Exhibit* 3.1
    
    Certificate of Incorporation of VCT Acquisitions II, Inc.  Dated June 4, 1991* 3.2
    
    Restated Certificate of Incorporation of VCT Acquisitions II, Inc.  Dated September
13, 1991* 3.3
    
    Certificate of Amendment of Restated Certificate of Incorporation  November 6, 1991* 3.4
    
    Bylaws of Veridien Corporation  1998 as amended to date* 3.5
    
    Certificate of the Powers, Preferences, Rights, Qualifications, Limitations and
Restrictions of Series B Convertible Preferred Stock  Dated September 11, 1998* 3.6
    
    Certificate of Designation  Dated April 3, 1995* 3.7
    
    Certificate of Amendment to the Certificate of Incorporation  Dated February 16, 1996* 3.8
    
    Certificate of Amendment of Restated Certificate of Incorporation* 3.9
    
    Certificate of Amendment of Certificate of Incorporation  Dated May 27, 2002* 3.10
    
    Certificate of Designation for 2006-A Series of Convertible Redeemable Preferred Stock
 dated November 7, 2006* 3.11
    
    Certificate of Designation for 2006-B Series of Convertible Redeemable Preferred Stock
 dated November 7, 2006* 3.12
    
    Certificate of Designation for 2006-C Series of Convertible Redeemable Preferred Stock
 dated November 7, 2006* 3.13
    
    Certificate of Amendment of Certificate of Incorporation  dated December 22, 2006* 3.14
    
    Certificate of Termination (of Previously Designated Preferred Stock)  dated June 14,
2007* 4.1
    
    Debenture Sample* 4.2
    
    General Security Agreement between Veridien Corp. and Dunvegan Mortgage Corp. 
Dated October 19, 1995* 4.3
    
    Loan and Security Agreement between Veridien Corp. and Dunvegan Mortgage Corp. 
Dated October 19, 1995* 4.4
    
    General Security Pledge between Veridien Corp. and Dunvegan Mortgage Corp. 
Dated October 19, 1995* 4.5
    
    Warrant Agreement regarding Warrants to purchase Common Stock of Veridien Corporation 
Series I  Dated October 19, 1995* 4.6
    
    Warrant Agreement regarding Warrants to purchase Common Stock of Veridien Corporation 
Series II  Dated October 19, 1995
 65




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No.
    
    Description of Exhibit* 4.7
    
    Warrant to purchase Common Stock Series I and Series II  Dated December 12, 1995* 4.8
    
    Common Stock Purchase Warrant: $0.135 per share  Dated June 10, 1998* 10.1
    
    Building Lease* 10.2
    
    Canadian Licensing Agreement  Dated February 28, 1998* 10.3
    
    Contract Fill and Sub-lease with Horizon Pharmaceuticals, Inc.  Dated August 1, 1998* 10.4
    
    Trademark  Virahol* 10.5
    
    Trademark  Viraguard* 10.6
    
    Trademark  Viragel* 10.7
    
    Trademark  Vira- CD7* 10.8
    
    Australian Patent No. 667,930/Sterihol* 10.9
    
    Australian Patent No. 628,932/Virahol* 10.10
    
    Canadian Patent No. 1,337,329/Virahol* 10.11
    
    Mexican Patent No. 185,884/Virahol* 10.12
    
    U.K. Patent No. 2,294,639/Virahol* 10.13
    
    U.K. Patent No. 2,245,171/Virahol* 10.14
    
    U.S. Patent No. 5,405,602/Sterihol* 10.15
    
    U.S. Patent No. 5,145,663/Virahol* 10.16
    
    U.S. Patent No. 5,441,723/Virahol* 10.17
    
    U.S. Patent No. 5,637,307/Method of Immersion Sterilization & Organic Cold Chemical
Sterilant* 10.18
    
    New Zealand Patent No. 269,419/Virahol* 10.19
    
    Employment Agreement with Paul Simmons* 10.20
    
    Employment Agreement with Andrew T. Libby, Jr.* 10.21
    
    Norpak Manufacturing Inc. Agreement* 10.22
    
    Consulting Agreement with Kenneth J. Chester* 10.23
    
    Option Agreement re: Purchase of SunSwipe, Inc.* 10.24
    
    Consulting Agreement with Robert P. Belling* 10.25
    
    Scott R. Dotson Agreement* 10.26
    
    Trademark  Veridien* 10.27
    
    Australian Patent No. 695,346/Virahol (DSII)* 10.28
    
    U.S. Patent No. 5,891,052/Diagnostic Syringe Actuator* 10.29
    
    U.S. Patent No. 5,895,354/Integrated Medical Diagnostic Center* 10.30
    
    U.S. Patent No. 5,925,052/Umbilical Surgical Scissors* 10.31
    
    U.S. Patent No. 5,985,929/Cold Chemical Sterilant* 10.32
    
    Canadian Patent No. 2,166,810/Virahol (DSII)* 10.33
    
    Trademark and Design  Viraguard
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No.
    
    Description of Exhibit* 10.34
    
    Employees & Consultants Compensation and Stock Option Plan* 10.35
    
    Consulting Agreement with Russell Van Zandt* 10.36
    
    Agreement with Mycosol, Inc.* 10.37
    
    Investment Agreement  Mineola Holdings Corporation, Veridien Corporation & Mycosol,
Inc*10.38
    
    Binding Term Sheet of Veridiens Acqusition of Santius LifeSciences* 10.39
    
    Agreeement between Veridien and Lexxec Corporation and Kenneth C. Cancellara* 10.40
    
    Agreement Between Veridien and Reserve Investments Corporation and Sheldon C. Fenton* 10.41
    
    Amendment No. 2 to the Memorandum of Understanding  Mycosol, Inc. & Veridien* 16.1
    
    Carter, Cartier, Melby and Guarino Letter (re: 8K filed at time of Change in Auditors)* 21.1
    
    Subsidiaries* 21.2
    
    Subsidiaries (as of December 31, 2000)* 21.3
    
    Subsidiaries (as of December 31, 2001)* 21.4
    
    Subsidiaries (as of December 31, 2002)* 21.5
    
    Subsidiaries (as of December 31, 2003)* 21.6
    
    Subsidiaries (as of December 31, 2004)* 21.7
    
    Subsidiaries (as of December 31, 2005)*21.8
    
    Subsidiaries (as of December 31, 2006)21.9
    
    Subsidiaries (as of December 31, 2007)31.1
    
    RULE 13a-14(a)/15d-14(a) CERTIFICATION, ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 200231.2
    
    RULE 13a-14(a)/15d-14(a) CERTIFICATION, ADOPTED PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 200232.1
    
    Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 200232.2
    
    Certification pursuant to 18 U.S.C. Section 1350, as Adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002
 
 *
    
    Exhibit previously filed. Reports on Form 8-K
  Date
    
    Items
    
    DescriptionJanuary 1, 2007
    
    2.02 & 9.01
    
    Results of Operation / Press ReleaseMay 9, 2007
    
    1.01, 5.02 & 9.01
    
    Entry into a Material Definitive Agreement /Appointment of Officer, Director
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##### Table of Contents



Date
    
    Items
    
    DescriptionMay 24, 2007
    
    1.01 & 9.01
    
    Entry into a Material Definitive AgreementJune 18, 2007
    
    5.03 & 9.01
    
    Amendments to Articles of Incorporation or BylawsNovember 11, 2007
    
    7.01 & 9.01
    
    Regulation FD Disclosure / Press ReleaseDecember 10, 2007
    
    7.01 & 9.01
    
    Regulation FD Disclosure / Press Release
  68




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##### Table of Contents



SIGNATURES
  VERIDIEN CORPORATIONBy
    
    /s/ Sheldon C. Fenton,
    
    , President & CEOSheldon C. Fenton, President & C.E.O.Date March 31, 2008By
    
    /s/ Russell D. VanZandt
    
    , CFORussell D. VanZandt, C.F.O.Date March 31, 2008
  By
    
    /s/ Sheldon C. FentonSheldon C. Fenton, President & C.E.O.Date March 31, 2008By
    
    /s/ Russell D. Van ZandtRussell D. Van Zandt, C.F.O. and Chairman of the Board of DirectorsDate March 31, 2008By
    
    /s/ Rene A. GareauRene A. Gareau, Vice Chairman of the Board of DirectorsDate March 31, 2008
 70