##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-QSB

|  |  |                                                                                         
|- |  | ----------------------------------------------------------------------------------------
|x |  | Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 
|  |  |                                                                                         
|  |  | For the quarterly period ended March 31, 2003                                           
|  |  |                                                                                         
|o |  | Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
|  |  |                                                                                         
|  |  | For the transition period from ___________ to ___________                               
|  |  |                                                                                         
|  |  | Commission file number 000-25555                                                        

Veridien Corporation

---

(Name of Small Business Issuer in its charter)


|                                                |  |                                  
|----------------------------------------------- |  | ---------------------------------
|Delaware                                        |  | 59-3020382                       
|                                                |  |                                  
|(State or Other Jurisdiction of                 |  | (IRS Employer Identification No.)
|Incorporation or Organization)                  |  |                                  
|                                                |  |                                  
|2875 MCI Drive, Suite B, Pinellas Park, Florida |  | 33782-6105                       
|                                                |  |                                  
|(Address of principal executive offices)        |  | (Zip Code)                       

(727) 576-1600

---

(Issuers telephone number, including Area Code)


Indicate by check mark whether the issuer: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes x
No o

State
the number of shares outstanding of each of the issuers classes
of common equity, as of the latest practicable date: 188,519,887
shares of common stock, par value $0.001 were outstanding at May 12, 2003.

Transitional
Small Business Disclosure Format (check one):

Yes o
No x





---

TABLE OF CONTENTS



|                             |                                                                                               |                                                                                    |  |  |  |  |  | 
|---------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART 1 FINANCIAL INFORMATION
|                             | Item 1. Financial Statements                                                                 
|                             |                                                                                               | Notes to the Unaudited Interim Consolidated Financial Statements at March 31, 2003
|                             | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                             | Item 3. Controls and Procedures                                                              
|PART II                     
|                             | Item 1. Legal Proceedings                                                                    
|                             | Item 2. Changes in Securities                                                                
|                             | Item 3. Default Upon Senior Securities                                                       
|                             | Item 5. Other Information                                                                    
|                             | Item 6. Exhibits and Report on Form 8-K                                                      
|SIGNATURES                  
|Ex-99.1 CEO Certification   
|Ex-99.2 CFO Certification   



---



##### Table of Contents



TABLE OF CONTENTS

|                             |                                                                                       |                                                                                                                       |  |       |    | 
|---------------------------- | ------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- |  | ----- | -- | 
|                             |                                                                                       |                                                                                                                       |  | Pages
|                             |                                                                                       |                                                                                                                       |  |      
|PART I FINANCIAL INFORMATION |                                                                                       |                                                                                                                       |  |      
|                            
|Item 1.                      | Financial Statements                                                                  |                                                                                                                       |  | 3     |   
|                             | Notes to Financial Statements                                                         |                                                                                                                       |  | 7     |   
|                            
|Item 2.                      | Managements Discussion and Analysis of Financial Condition
and Results of Operations |                                                                                                                       |  | 10    |   
|                            
|Item 3.                      | Controls and Procedures                                                               |                                                                                                                       |  | 15    |   
|                            
|PART II OTHER INFORMATION    |                                                                                      
|                            
|Item 1.                      | Legal Proceedings                                                                     |                                                                                                                       |  | 15    |   
|                            
|Item 2.                      | Changes in Securities                                                                 |                                                                                                                       |  | 15    |   
|                            
|Item 3.                      | Default Upon Senior Securities                                                        |                                                                                                                       |  | 16    |   
|                            
|Item 5.                      | Other Information                                                                     |                                                                                                                       |  | 16    |   
|                            
|Item 6.                      | Exhibits and Report on Form 8-K                                                       |                                                                                                                       |  |       |   
|                            
|                             | (a) Exhibit 99.1 -                                                                    | Certification Pursuant to 18 U.S.C
Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |  |       | 16 | 
|                             | (b) Exhibit 99.2 -                                                                    | Certification Pursuant to 18 U.S.C
Section 1350,
as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 |  |       | 16 | 

2



---



##### Table of Contents






PART 1
FINANCIAL INFORMATION




|        |  |                     
|------- |  | --------------------
|Item 1. |  | Financial Statements

Veridien Corporation
and Subsidiaries

Consolidated Balance Sheets
(Unaudited)

March 31, 2003 and December 31, 2002

|                                          |                      |                                                                              |           |                |         |                   |         |         |         | 
|----------------------------------------- | -------------------- | ---------------------------------------------------------------------------- | --------- | -------------- | ------- | ----------------- | ------- | ------- | ------- | 
|                                          |                      |                                                                              |           | March 31, 2003 |         | December 31, 2002
|                                          |                      |                                                                              |           |                |         |                  
|Current assets:                           |                      |                                                                              |           |                |         |                   |         |        
|Cash                                      |                      | $                                                                            | 46,248    |                |         | $                 | 89,048  |        
|Accounts receivable  trade               |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      | Less allowance for doubtful accounts of
$25,256 and $20,584 respectively     |           |                | 195,917 |                   |         |         | 98,205  | 
|Inventory                                 |                      |                                                                              | 366,684   |                |         |                   | 226,688 |        
|Marketable securities                     |                      |                                                                              | 224,200   |                |         |                   | 273,002 |        
|Note receivable                           |                      |                                                                              | 47,418    |                |         |                   | -0-     |        
|Prepaid expenses and other current assets |                      |                                                                              | 92,894    |                |         |                   | 62,553  |        
|                                          |                      |                                                                              |           |                |         |                   |         |        
|                                          | Total current assets |                                                                              |           | 973,361        |         |                   |         | 749,496 |        
|                                         
|Property and equipment:                   |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      | Furniture and fixtures                                                       |           |                | 409,211 |                   |         |         | 409,211 | 
|                                          |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      |                                                                              | 409,211   |                |         |                   | 409,211 |        
|Less accumulated depreciation             |                      |                                                                              | 380,154   |                |         |                   | 377,197 |        
|                                          |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      |                                                                              | 29,057    |                |         |                   | 32,014  |        
|Other Assets:                             |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      | Patents, less accumulated amortization of
$497,713 and $496,811 respectively |           |                | 16,669  |                   |         |         | 17,571  | 
|                                          |                      | Security deposits and other assets                                           |           |                | 34,624  |                   |         |         | 1,625   | 
|                                          |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      |                                                                              | 51,293    |                |         |                   | 19,196  |        
|                                          |                      |                                                                              |           |                |         |                   |         |        
|                                          |                      | $                                                                            | 1,053,711 |                |         | $                 | 800,706 |        
|                                          |                      |                                                                              |           |                |         |                   |         |        

3



---



##### Table of Contents



Veridien Corporation
and Subsidiaries

Consolidated Balance Sheets  Continued
(Unaudited)
March 31, 2003 and December 31, 2002

|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |           |         |           | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------- | ------------------------- | --------- | -------------- | --------- | ----------------- | --------- | ------- | --------- | 
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           | March 31, 2003 |           | December 31, 2002
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                  
|Liabilities and Deficit in Stockholders Equity                                                                                                          
|Current liabilities:                                                                                                                                      |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|                                                                                                                                                          | Current capital lease obligations                                                                                                                    |                                        | $                         | 5,150     |                |           | $                 | 5,150     |        
|                                                                                                                                                          | Note payable                                                                                                                                         |                                        |                           | 269,452   |                |           |                   | 293,323   |        
|                                                                                                                                                          | Convertible
debentures current                                                                                                                       |                                        |                           | 1,981,311 |                |           |                   | 1,981,311 |        
|                                                                                                                                                          | Accounts payable                                                                                                                                     |                                        |                           | 1,462,476 |                |           |                   | 1,113,791 |        
|                                                                                                                                                          | Accrued compensation                                                                                                                                 |                                        |                           | 5,642     |                |           |                   | 7,412     |        
|                                                                                                                                                          | Accrued interest                                                                                                                                     |                                        |                           | 1,148,318 |                |           |                   | 1,053,227 |        
|                                                                                                                                                          | Other accrued liabilities                                                                                                                            |                                        |                           | 20,184    |                |           |                   | 40,229    |        
|                                                                                                                                                          | Customer deposit                                                                                                                                     |                                        |                           | 24,606    |                |           |                   | 41,406    |        
|                                                                                                                                                          | Due to stockholders                                                                                                                                  |                                        |                           | 32,492    |                |           |                   | 31,976    |        
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|                                                                                                                                                          |                                                                                                                                                      |                                        | Total current liabilities |           |                | 4,949,631 |                   |           |         | 4,567,825 | 
|                                                                                                                                                         
|Long term liabilities:                                                                                                                                    |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|                                                                                                                                                          |                                                                                                                                                      | Capital lease obligations less current |                           |           | 4,821          |           |                   |           | 6,022   |          
|                                                                                                                                                          |                                                                                                                                                      | Convertible debentures                 |                           |           | 349,000        |           |                   |           | 349,000 |          
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|Total liabilities                                                                                                                                         |                                                                                                                                                      |                                        | 5,303,452                 |           |                |           | 4,922,847         |          
|Deficit in Stockholders Equity:                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|Undesignated preferred stock, $.001 par value,                                                                                                            |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|25,000,000 shares authorized                                                                                                                              |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|Convertible
redeemable preferred stock,
$10 par value, 100,000 authorized; 6,000 and 6,000
issued and outstanding at March 31, 2003 and
December 31, 2002 |                                                                                                                                                      |                                        | 60,000                    |           |                |           | 60,000            |          
|Series B
Preferred Stock,
$.001 par value, 245,344 authorized, 174,219 and
174,219 issued and outstanding at March 31, 2003
and December 31, 2002         |                                                                                                                                                      |                                        | 175                       |           |                |           | 175               |          
|                                                                                                                                                          | Common stock  $.001 par value; 300,000,000 shares
authorized, 188,519,887 and 183,274,887 issued
and outstanding at March 31, 2003 and December 31, |                                        |                           | 188,520   |                |           |                   | 183,275   |        
|Additional paid-in capital                                                                                                                                |                                                                                                                                                      |                                        | 29,943,186                |           |                |           | 29,842,331        |          
|Common stock warrants                                                                                                                                     |                                                                                                                                                      |                                        | 26,399                    |           |                |           | 26,399            |          
|Accumulated deficit                                                                                                                                       |                                                                                                                                                      |                                        | (34,229,321               | )         |                |           | (33,416,017       | )        
|Current Period Profit/(Loss)                                                                                                                              |                                                                                                                                                      |                                        | (233,700                  | )         |                |           | (813,304          | )        
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|                                                                                                                                                          |                                                                                                                                                      |                                        | (4,244,741                | )         |                |           | (4,117,141        | )        
|Stock subscriptions receivable                                                                                                                            |                                                                                                                                                      |                                        | (5,000                    | )         |                |           | (5,000            | )        
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|Total Stockholders Deficit                                                                                                                               |                                                                                                                                                      |                                        | (4,249,741                | )         |                |           | (4,122,141        | )        
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          
|                                                                                                                                                          |                                                                                                                                                      | $                                      | 1,053,711                 |           |                | $         | 800,706           |          
|                                                                                                                                                          |                                                                                                                                                      |                                        |                           |           |                |           |                   |          

4



---



##### Table of Contents



Veridien Corporation
and Subsidiaries

Consolidated Statements of Operations
(Unaudited)

For the three months ended
March 31, 2003 and March 31, 2002

|                                   |                                                 |                      |             |         |                |   |                |         |          |   | 
|---------------------------------- | ----------------------------------------------- | -------------------- | ----------- | ------- | -------------- | - | -------------- | ------- | -------- | - | 
|                                   |                                                 |                      |             |         | March 31, 2003 |   | March 31, 2002
|                                   |                                                 |                      |             |         |                |   |               
|Sales                              |                                                 | $                    | 344,521     |         |                | $ | 284,793        |        
|Operating costs and expenses:      |                                                 |                      |             |         |                |   |                |        
|                                   | Cost of sales                                   |                      |             | 133,114 |                |   |                | 133,826 |         
|                                   | General, selling, and administrative            |                      |             | 250,335 |                |   |                | 370,453 |         
|                                   | Research and development                        |                      |             | 17,986  |                |   |                | 25,974  |         
|                                   |                                                 |                      |             |         |                |   |                |        
|                                   |                                                 |                      | 401,435     |         |                |   | 530,253        |        
|                                   |                                                 |                      |             |         |                |   |                |        
|                                   |                                                 | Loss from operations |             |         | (56,914        | ) |                |         | (245,460 | )
|                                  
|Other income (expense):            |                                                 |                      |             |         |                |   |                |        
|                                   | Interest expense                                |                      |             | (97,221 | )              |   |                | (75,945 | )       
|                                   | Realized gain on sale of obsolete inventory     |                      |             | -0-     |                |   |                | 31,500  |         
|                                   | Realized gain (loss) on marketable securities   |                      |             | (64,845 | )              |   |                | 3,630   |         
|                                   | Unrealized gain (loss) on marketable securities |                      |             | (14,802 | )              |   |                | -0-     |         
|                                   | Interest income                                 |                      |             | 82      |                |   |                | 32      |         
|                                   |                                                 |                      |             |         |                |   |                |        
|                                   |                                                 |                      | (176,786    | )       |                |   | (40,783        | )      
|                                   |                                                 |                      |             |         |                |   |                |        
|Net loss before taxes              |                                                 |                      | (233,700    | )       |                |   | (286,243       | )      
|Income taxes                       |                                                 |                      | -0-         |         |                |   | -0-            |        
|Net loss                           |                                                 | $                    | (233,700    | )       |                | $ | (286,243       | )      
|                                   |                                                 |                      |             |         |                |   |                |        
|Net loss per common share          |                                                 | $                    | (.0013      | )       |                | $ | (.0016         | )      
|                                   |                                                 |                      |             |         |                |   |                |        
|Weighted average share outstanding |                                                 |                      | 185,023,220 |         |                |   | 175,309,544    |        
|                                   |                                                 |                      |             |         |                |   |                |        

5



---



##### Table of Contents



Veridien Corporation
and Subsidiaries

Consolidated Statements of Cash Flows
(Unaudited)

For the three months ended
March 31, 2003 and March 31, 2002

|                                           |                                                                                 |                                                    |         |                |          |                |         |          |          |  
|------------------------------------------ | ------------------------------------------------------------------------------- | -------------------------------------------------- | ------- | -------------- | -------- | -------------- | ------- | -------- | -------- | -
|                                           |                                                                                 |                                                    |         | March 31, 2003 |          | March 31, 2002
|                                           |                                                                                 |                                                    |         |                |          |               
|Cash flows from operating activities:      |                                                                                 |                                                    |         |                |          |                |         |         
|                                           | Net (loss)                                                                      |                                                    | $       | (233,700       | )        |                | $       | (286,243 | )       
|                                           | Adjustments to reconcile net (loss) to net cash
(used) by operating activities: |                                                    |         |                |          |                |         |          |         
|                                           |                                                                                 | Depreciation and amortization                      |         |                | 3,859    |                |         |          | 3,194    |  
|                                           |                                                                                 | Stock issuances for services                       |         |                | 6,100    |                |         |          | -0-      |  
|                                           |                                                                                 | Other, not affecting cash                          |         |                | (94,836  | )              |         |          | -0-      |  
|                                           |                                                                                 | Realized (gains) losses on marketable securities   |         |                | 64,845   |                |         |          | (35,130  | )
|                                           |                                                                                 | Unrealized (gains) losses on marketable securities |         |                | 14,802   |                |         |          | -0-      |  
|                                           |                                                                                 | Proceeds from sale of marketable securities        |         |                | 69,155   |                |         |          | -0-      |  
|(Increase) decrease in:                    |                                                                                 |                                                    |         |                |          |                |         |         
|                                           |                                                                                 | Accounts receivable                                |         |                | (97,712  | )              |         |          | (110,455 | )
|                                           |                                                                                 | Prepaid and other current assets                   |         |                | 17,077   |                |         |          | 15,851   |  
|                                           |                                                                                 | Inventory                                          |         |                | (139,996 | )              |         |          | 43,519   |  
|                                           |                                                                                 | Other assets                                       |         |                | (32,999  | )              |         |          | 4,049    |  
|                                           | Increase (decrease) in:                                                         |                                                    |         |                |          |                |         |          |         
|                                           |                                                                                 | Accounts payable and accrued expenses              |         |                | 421,961  |                |         |          | 313,655  |  
|                                           |                                                                                 | Due to stockholders                                |         |                | 516      |                |         |          | 516      |  
|                                           |                                                                                 | Customer deposits                                  |         |                | (16,800  | )              |         |          | (10,320  | )
|                                           |                                                                                 |                                                    |         |                |          |                |         |         
|Net cash (used) by operating activities:   |                                                                                 |                                                    | (17,728 | )              |          |                | (61,364 | )       
|                                          
|Cash flow from investing activities:       |                                                                                 |                                                    | -0-     |                |          |                | -0-     |         
|                                          
|Cash flow from financing activities:       |                                                                                 |                                                    |         |                |          |                |         |         
|                                           | Proceeds from convertible debentures                                            |                                                    |         | -0-            |          |                |         | 204,000  |         
|                                           | Net payment on capital leases                                                   |                                                    |         | (1,201         | )        |                |         | (2,097   | )       
|                                           | Net proceeds from borrowings                                                    |                                                    |         | (23,871        | )        |                |         | (195,404 | )       
|                                           | Proceeds from issuance of preferred and common stock                            |                                                    |         | -0-            |          |                |         | 58,167   |         
|                                           |                                                                                 |                                                    |         |                |          |                |         |         
|Net
cash provided by financing activities: |                                                                                 |                                                    | (25,072 | )              |          |                | 64,666  |         
|                                          
|Net increase/(decrease) in cash            |                                                                                 |                                                    | (42,800 | )              |          |                | 3,302   |         
|Cash at beginning of quarter               |                                                                                 |                                                    | 89,048  |                |          |                | 7,219   |         
|                                           |                                                                                 |                                                    |         |                |          |                |         |         
|Cash at end of quarter                     |                                                                                 | $                                                  | 46,248  |                |          | $              | 10,521  |         
|                                           |                                                                                 |                                                    |         |                |          |                |         |         

With regard to commitments and contingencies at March 31, 2003, there are no material changes
from the financial statement footnotes as presented December 31, 2002.

6



---



##### Table of Contents



Veridien Corporation
and
Subsidiaries




Notes to the Unaudited Interim Consolidated Financial Statements at March 31, 2003

These unaudited interim consolidated financial statements and notes to
unaudited interim consolidated financial statements should be read in
conjunction with the financial statements and related footnotes included in the
Companys Form 10Ksb filed with the SEC in March 2003.

Note A  Summary of Significant Accounting Policies

A summary of the Companys significant accounting policies consistently applied
in the preparation of the accompanying unaudited interim consolidated financial
statements follows.

1. Principles of Consolidation

The accompanying financial statements include the accounts of the company and
its subsidiaries, each of which is wholly-owned.

2. Accounting Estimates

The presentation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

3. Accounts Receivable

The Company uses the allowance method of accounting for doubtful accounts. The
balance is based on historical collections and managements review of the
current status of existing receivables and estimate as to their collectibility.

4. Inventories

Inventories, consisting primarily of raw materials and finished goods, are
stated at the lower of cost or market. Cost is determined by the first-in,
first-out method. At March 31, 2003, raw materials and finished goods amounted
to approximately $366,684.

5. Reclassification

Certain reclassifications have been made to the December 31, 2002 audited
consolidated financial statements to be in conformity with the March 31, 2003
unaudited interim financial statements.

7



---



##### Table of Contents



Note A  Summary of Significant Accounting Policies  Continued

6. Net Loss per Share

Net loss per common share is calculated by dividing the net loss by the
weighted average number of common shares outstanding during the period.
Weighted average number of common shares outstanding is calculated as the sum
of the month-end balances of shares outstanding, divided by the number of
months. The weighted average shares outstanding were 185,023,020 and
175,309,544 for the quarter ending March 31, 2003 and 2002, respectively.
Common stock equivalents (stock options, warrants, convertible debentures and
convertible redeemable preferred stock) are not included in the weighted
average number of common shares because the effects would be anti-dilutive.

Note B  Realization of Assets

The accompanying unaudited interim consolidated financial statements of the
Company as of March 31, 2003 and for the three months ended March 31, 2002 and
included herein have been prepared in accordance with the instructions for Form
10-Qsb under the Securities Exchange Act of 1934, as amended, and Article 10 of
Regulation S-X under the Securities Act of 1933, as amended. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations relating to interim
financial statements.

In the opinion of management, the accompanying unaudited interim consolidated
financial statements of the Company reflect all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial
position of the Company as of March 31, 2003 and the results of its operations
and its cash flows for the three months ended March 31, 2003 and March 31,
2002, respectively. The results for the three months ended March 31, 2003 are
not necessarily indicative of the expected results for the full fiscal year or
any future period.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

Since inception, the Company has incurred losses of approximately $34.5
million, resulting primarily from research and development, sales and
marketing, and administrative expenses being substantially in excess of sales
revenue.

The Company has a deficit in stockholders equity of $4.2 million, a deficit in
working capital of $4 million and is experiencing a continuing cash flow
deficiency. Those conditions raise substantial doubt about the Companys
ability to continue as a going concern.

The Company plans to utilize its current debt financing arrangements and pursue
additional equity and debt financing while managing cash flow in an effort to
provide funds to increase revenues to support operations, research and
development activities.

8



---



##### Table of Contents



Note B  Realization of Assets  Continued

In view of the matters described in the preceding paragraphs, recoverability of
a major portion of the recorded asset amounts shown in the accompanying
consolidated balance sheet is dependent upon the continued operations of the
Company and that such operations will be profitable and provide adequate cash
flows. Further, the ability of the Company to continue its operations and
successfully defend itself against potential claims or assessments is dependent
on the ability to obtain additional debt and equity financing, employ cash
management techniques and aggressively market its products.

The unaudited interim consolidated financial statements do not contain any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue in existence.

Note C  Marketable Securities and Investments

During the first quarter 2003 5,000,000 restricted common shares with deemed
Stockholder Equity of $100,000 were issued in exchange for 276,267 free
trading common shares of H. Quotient, Inc. (HQNT) (a publicly traded company).
The Company recorded an unrealized gain of $62,998 which reflects the increase
in the FMV of 276,267 HQNT shares from $.362 to $.59 at March 31, 2003.

During the first quarter 2003 the Company recorded an unrealized loss in the
amount of $77,800 which reflects the decline in the FMV of 103,733 HQNT shares
from December 31, 2002 at $1.34 to $.59 at March 31, 2003.

During first quarter 2003, the Company sold 100,000 HQNT shares and realized a
loss of $64,845 due to the decline in the FMV of the stock from December 31,
2002 at $1.34.

In February 2002, the Company realized a gain on the sale of obsolete inventory
by receipt of 18,000 common shares of Nutraceutical Clinical Laboratories
International, Inc. (NCCL). The investment in common shares was recorded at
$31,500 which represents fair market value of the security.

In February 2002, the Company realized a gain on marketable securities. The
Company received 6,000 common shares of Nutraceutical Clinical Laboratories
International, Inc. (NCCL) for payment on an aged accounts receivable. A net
gain of $3,630 was realized for the difference of the debt paid and the fair
market value of the common shares.

Note D  Related Party Transactions

In February 2003, the Company sold raw materials and finished goods in the
amount of $94,836 to a manufacturing company owned by a director of Veridien
Corporation. The Company received a credit note with the manufacturing company
in the amount of $47,418 to be applied against product purchases. Also, a
promissory note for $47,418 was received with an interest rate of 10% per annum
which shall accrue from May 1, 2003 until paid. This note may be settled by
delivery of 79,030 free trading common shares of Nutraceutical Clinical
Laboratories International, Inc. (NCCL).

9



---



##### Table of Contents






|        |  |                                                                                      
|------- |  | -------------------------------------------------------------------------------------
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations

First Quarter  March 31, 2003 Compared with March 31, 2002

The following discussion and analysis provide information that we believe is
relevant to an assessment and understanding of the results of operations and
financial condition for the first quarter ending March 31, 2003 compared to the
same period of the prior year. This discussion should be read in conjunction
with the Consolidated Financial Statements and the Notes thereto included
elsewhere in this Report. This Report also contains certain forward-looking
statements and information. This cautionary statement should be read as being
applicable to all related forward-looking statements wherever they may appear.
Our actual future results could differ materially from those discussed herein.

Overview

We are a Health Care company incorporated in Delaware focusing on infection
control and other Healthy Lifestyle products. The Company has developed
patented and unique products including Surface Disinfectants, Antiseptic Hand
Cleansers, Instrument Presoak and SUN PROTECTION PRODUCTS.

The flagship product, VIRAHOL® Hospital Disinfectant/Cleaner & Instrument
Presoak, is now being marketed as VIRAGUARD® Hospital Disinfectant/Cleaner &
Instrument Presoak. VIRAGUARD® Hospital Disinfectant/Cleaner & Instrument
Presoak and VIRAGUARD® Hospital Surface Disinfectant Towelette are EPA
registered disinfectants designed for effective disinfecting, cleaning and
deodorizing of hard, inanimate nonporous surfaces. VIRAGUARD® Antiseptic Hand

Gel and VIRAGUARD® Antimicrobial Hand Wipes, which are regulated by the FDA and
utilize Veridiens patented formulation, are effective against germs when soap
and water hand washing is not possible.

Recent product line extensions have included (1) the SunSwipe product line
(sunscreen impregnated towelettes in SPF 15, SPF 30, SPF 45, Baby 45 and
after-tanning; all in a towelettes product delivery configuration); and (2)
BugSwipe (an insect repellant in the towelettes product delivery
configuration).

During 2002 and early 2003, we have continued to focus our sales efforts on our
Disinfectant products. We have expanded our product line to include Viraguard®
Toilet Seat Wipes, which are available for use in restrooms in hotels,
restaurants, airports and other public places as well as in hospitals and
physicians offices, and other places where disinfection is critical to
controlling the spread of disease carrying organisms.

To spearhead expansion of our Dental Markets, beginning December 1, 2002,
Veridien launched a national sales force of specialized dental representatives
to target dental supply and distribution companies.

10



---



##### Table of Contents



We are aggressively continuing to pursue possible strategic alliances with a
number of major corporations to further strengthen our Company. We entered
into a five (5) year Distribution Agreement with E.I. DuPont de Nemours and
Company for all Viraguard® products in the United States of America for
specific market segments. The Agreement includes certain exclusivity rights
for the Emergency Services and Industrial markets. The products concerned are
Viraguard® Hard Surface Disinfectant Towelettes, Viraguard® Antiseptic Hand
Wipes, Viraguard® Disinfectant solution in one gallon, 16 ounce and 2 ounce
formats all of which are being produced for DuPont under their brand label.
Deliveries commenced in February 2003.

We have adopted a new approach to marketing SunSwipe and BugSwipe products
for 2003 and onward. We are developing Master Distributor Agreements with
companies who have strong market penetration in specific areas. These include
Emergency Services, Healthcare, Retail Mass Merchandise, Sporting Goods,
Supermarkets, Convenience Stores, Industrial and Institutional sales channels.
Master Distribution agreements allow us to take advantage of the Distributors
extensive abilities to place products in these markets.

During 2002, we entered into a global distribution agreement with DuPont to
market Veridiens line of sunscreen towelettes. DuPont has commenced marketing
Veridiens towelettes and sales of these products in the Emergency Services and
Industrial markets. Deliveries commenced in April 2003.

The Company has incurred losses since its incorporation. At March 31, 2003,
the Company had an accumulated deficit of $34,463,021. The Company has
financed its ongoing business activities through a combination of sales, equity
financing, and debt.

11Table of Contents

Result of Operations

First Quarter ended March 31, 2003 vs. First Quarter ended March 31, 2002

|                                  |  |               |          |               |  |      |          |      |  |  |     |    |  |  |      |   
|--------------------------------- |  | ------------- | -------- | ------------- |  | ---- | -------- | ---- |  |  | --- | -- |  |  | ---- | --
|                                  |  | First Quarter |          | Percentage of
|                                  |  | March 31      |          | Net Revenue  
|                                  |  |               |          |              
|                                  |  | 2003          |          | 2002          |  | 2003 |          | 2002
|                                  |  |               |          |               |  |      |          |     
|Net Sales                         |  | $             | 344,521  |               |  | $    | 284,793  |      |  |  | 100 | %  |  |  | 100  | % 
|Cost of Goods Sold                |  |               | 133,114  |               |  |      | 133,826  |      |  |  | 39  | %  |  |  | 47   | % 
|Gross Profit                      |  |               | 211,407  |               |  |      | 150,967  |      |  |  | 61  | %  |  |  | 53   | % 
|Operating Expenses:               |  |               |          |               |  |      |          |      |  |  |     |    |  |  |      |   
|General, Selling & Administrative |  |               | 250,335  |               |  |      | 370,453  |      |  |  | 73  | %  |  |  | 130  | % 
|Research & Development            |  |               | 17,986   |               |  |      | 25,974   |      |  |  | 5   | %  |  |  | 9    | % 
|(Loss) from Operations            |  |               | (56,914  | )             |  |      | (245,460 | )    |  |  | (17 | )% |  |  | (86  | )%
|Other Income (Expense) Net        |  |               | (176,786 | )             |  |      | (40,783  | )    |  |  | (51 | )% |  |  | (14  | )%
|Net (Loss) Before Taxes           |  |               | (233,700 | )             |  |      | (286,243 | )    |  |  | (68 | )% |  |  | (101 | )%
|Income Taxes                      |  |               | -0-      |               |  |      | -0-      |      |  |  | 0   | %  |  |  | 0    | % 
|Net (Loss)                        |  | $             | (233,700 | )             |  | $    | (286,243 | )    |  |  | (68 | )% |  |  | (101 | )%

Consolidated gross revenues for first quarter 2003 increased by $24,648 or 8%
to $344,603 compared with $319,955 in first quarter 2002.



| |  | Gross revenue from product sales increased for first quarter 2003 by
$59,728 or 21% to $344,521 compared with $284,793 in first quarter
2002. We continue active promotion of our product line through
trade-show presentations 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.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | In February 2002 the Company realized a gain on the sale of obsolete
inventory by receipt of 18,000 common shares of Nutraceutical Clinical
Laboratories International, Inc. (NCCL). The investment in common
shares was recorded at $31,500 which represents fair market value of
the security.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| |  | In February 2002 the Company realized a gain on marketable securities.
The Company received 6,000 common shares of Nutraceutical Clinical
Laboratories International, Inc. (NCCL) for payment on an aged
accounts receivable. A net gain of $3,630 was realized for the
difference of the debt paid and the fair market value of the common
shares.                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| |  | Interest income for first quarter 2003 increased by $50 or 156% to $82
compared with $32 in first quarter 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

12



---



##### Table of Contents



Consolidated gross expenses for first quarter 2003 decreased by $27,895 or 5%
to $578,303 compared with $606,198 in first quarter 2002.



| |  |  | The cost of goods sold for first quarter 2003 decreased by $712 or
1% to $133,114 compared with $133,826 in first quarter 2002. The cost
of goods ratio as a percentage of sales was 39% in first quarter 2003
compared to 47% in first quarter 2002. The decrease in ratio of the
cost of goods as a percentage of sales resulted primarily from sale of
a product mix with higher margins. The Company continues to improve
margins.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | General, selling, and administrative expenses for first quarter
2003 decreased by $120,118 or 32% to $250,335 compared with $370,453 in
first quarter 2002. Decreases that affected general and administrative
costs were associated with rent expense for first quarter 2003 that
decreased by 70% to $5,367 compared with $17,700 in first quarter 2002.
Decreases that affected general and administrative expenses were
associated with professional public company, legal, consulting and
accounting fees for first quarter 2003 that decreased by 66% to $49,521
compared with $144,628 in first quarter 2002. Increases in general and
administrative costs were associated with insurance fees for first
quarter 2003 that increased by 70% to $16,894 compared with $9,949 in
first quarter 2002. Additional increases in general and administrative
costs were associated with sales and marketing expenses for first
quarter 2003 that increased by 12% to $110,802 compared with $99,151 in
first quarter 2002.
|
| |  |  | Research and development expenses for first quarter 2003 decreased
by $7,988 or 31% to $17,986 compared with $25,974 in first quarter
2002. The Company continues to research and focus on broadening the
range of claims they can assert on existing products and on testing new
products for commercialization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | During the first quarter 2003 5,000,000 restricted common shares
with deemed Stockholder Equity of $100,000 were issued in exchange for
276,267 free trading common shares of H. Quotient, Inc. (HQNT) (a
publicly traded company). The Company recorded an unrealized gain of
$62,998 which reflects the increase in the FMV of 276,267 HQNT shares
from $.362 to $.59 at March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | During the first quarter 2003 the Company recorded an unrealized
loss in the amount of $77,800 which reflects the decline in the FMV of
103,733 HQNT shares from $1.34 to $.59 at March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  |  | During first quarter 2003, the Company sold 100,000 HQNT shares and
realized a loss of $64,845 due to the decline in the FMV of the stock
from December 31, 2002 at $1.34.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | Interest expense for first quarter 2003 increased by $21,276 or 28%
to $97,221 compared with $75,945 in first quarter 2002. The increase
in interest expense was due primarily to the increase in Convertible
Debentures and continuing current debt financing arrangements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|
| |  |  | Net losses decreased to $233,700 first quarter 2003 from $286,243
in first quarter 2002. This represented an 18% decrease in net losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

13



---



##### Table of Contents



Liquidity and Working Capital

Historically, our principal source of financing for our research and
development and business activities has been through sales, equity offerings,
and debt. As of March 31, 2003 and March 31, 2002 we had working capital
deficits of approximately $3,976,270 and $1,774,326 respectively. Our
independent certified public accountants stated in their report on the 2002
consolidated financial statements that due to losses from operations and a
working capital deficit, there is substantial doubt about the Companys ability
to continue as a going concern. We are addressing the going concern issue in
virtually every aspect of our operation. We continue to cut operating expenses
and are successfully changing our product mix such that the company is
achieving improved margins. Because of our significant losses incurred since
inception, we have become substantially dependent on (1) loans from officers,
directors, and third parties, (2) private placements of our securities, (3)
revenue from sales, and (4) liquidation of our marketable securities to fund
operations. These results of these items are included in the following
descriptions.



| |  |  | During the three months ended March 31, 2003, 245,000 common shares
were issued under the companys S8 Registration Statement to our legal
counsel for legal services provided to the company. The effective
price per share was $0.025.                                                                                                                                                                                                                                                                                                                                                      
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | During the first quarter of 2003 the company liquidated a portion
of its marketable securities for a net cashflow of $67,147.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| |  |  | During the three months ended March 31, 2003, accounts receivable
increased by $97,712 to $195,917 from $98,205 at December 31, 2002.
This increase is attributable to our increased sales level.                                                                                                                                                                                                                                                                                                                                                                                             
|
| |  |  | During the three months ended March 31, 2003, inventory increased
by 62% to $366,684 compared with $226,688 at December 31, 2002. The
increase is due to anticipated increases in sales and an increase in
inventory raw materials for manufacturing in the second quarter 2003.                                                                                                                                                                                                                                                                                                              
|
| |  |  | We plan to utilize our current debt financing arrangements and
pursue additional equity and debt financing while managing cash flow in
an effort to provide funds to increase revenues to support operation,
research and development activities. We believe that our long-term
success depends on revenues from operations from product sales and
ongoing royalties from technologies. If such sources of funds are not
adequate, we may seek to obtain financing to meet operating and
research expenses from other sources including, but not limited to,
future equity or debt financings.
|
| |  |  | As of May 2, 2003, we have cash of approximately $60,593 and during
May and June, we expect cash flow of $300,000 from operating
activities, private placements and possible sale of marketable
securities. This level of liquidity should be sufficient to operate
the Company for 180 days. The Company anticipates increasing sales,
reduced operating expenses, and additional private placement funding
will contribute to continuous operations of the Company.                                                                                                                         

14



---



##### Table of Contents





| |  |  | We anticipate utilizing a portion of our funds to support the
working capital requirements of our anticipated increase in sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | If disruptions occur in third party vendors that supply raw
materials to our contract fill manufacturers, we may experience the
inability to have product inventory for sale to our customers. Such
events could have material adverse effect on Veridien to compete
effectively in the marketplace. We continue to utilize the services of
a number of contract fill manufacturers. These contract fill
manufacturers have been successful in locating sources of our commonly
available raw materials and converting these into finished products and
we believe that use of these contract fill manufacturers will assure us
of the timely production of products.




|        |  |                        
|------- |  | -----------------------
|Item 3. |  | Controls and Procedures

Pursuant to rules adopted by the SEC as directed by Section 302 of the
Sarbanes-Oxley Act of 2002, the company has performed an evaluation of its
disclosure controls and procedures (as defined by Exchange Act rule 13a-14)
within 90 days of the date of the filing of this report. Based on this
evaluation, the companys Chief Executive Officer and Acting Chief Financial
Officer has concluded that these procedures are effective in ensuring that
information required to be disclosed by the company is recorded, processed,
summarized, and reported within the time periods specified in the SECs rules
and forms. In addition, there have not been any significant changes in internal
controls or other factors that could significantly affect internal controls
subsequent to the date of the companys most recent evaluation.




PART II

OTHER INFORMATION




|        |  |                  
|------- |  | -----------------
|Item 1. |  | Legal Proceedings

There have been no changes in the previously reported litigation.




|        |  |                      
|------- |  | ---------------------
|Item 2. |  | Changes in Securities



| | (a) |  | Not applicable.                                                                                                                                                                                                                 
| | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Not applicable.                                                                                                                                                                                                                 
|
| | (c) |  | The following issuances of equity securities (including debt
securities immediately convertible into equity securities) without
registration under the Securities Act of 1933 occurred during the
quarter ending March 31, 2003:

15



---



##### Table of Contents





| |     |  | Common Stock                                                                                                                                                                                                                                                                                                                                                
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     |  | On March 31, 2003 we issued 5,000,000 restricted shares of Common Stock
to an individual in exchange for 276,267 free trading common shares of H.
Quotient, Inc. a publicly traded company, which value on March 31, 2003
was $162,998 ($0.59/share). This issuance was considered exempt from
registration by reason of Section 4(2) of the Securities Act.
|
| | (d) |  | Not applicable.                                                                                                                                                                                                                                                                                                                                             




|        |  |                               
|------- |  | ------------------------------
|Item 3. |  | Default Upon Senior Securities

During the first quarter of 2003 our 3-year convertible debentures issued in
February and March of 2000, with total principal amounts of $820,000, came due
with accrued interest. The company is in the process of negotiating
extension/renewal terms with the holders.




|        |  |                  
|------- |  | -----------------
|Item 5. |  | Other Information

During 2002, we entered into a five (5) year Distribution Agreement with E.I.
DuPont de Nemours and Company for all Viraguard® products in the United States
of America for specific market segments. The Agreement includes certain
exclusivity rights for the Emergency Services and Industrial markets. The
products concerned are Viraguard® Hard Surface Disinfectant Towelettes,
Viraguard® Antiseptic Hand Wipes, Viraguard® Disinfectant solution in one
gallon, 16 ounce and 2 ounce formats all of which are being produced for DuPont
under their brand label. Deliveries to Dupont commenced in February 2003.

In addition, we entered into a global distribution agreement with DuPont to
market Veridiens line of sunscreen towelettes. DuPont has commenced marketing
Veridiens towelettes in the Emergency Services and Industrial markets.
Deliveries to Dupont commenced in April 2003.




|        |  |                                
|------- |  | -------------------------------
|Item 6. |  | Exhibits and Report on Form 8-K

| |     |  |                                                                                                                                      
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------
| | (a) |  | Exhibit 99.1  Certification Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| |     |  |                                                                                                                                      
| | (b) |  | Exhibit 99.2  Certification Pursuant 18 U.S.C.
Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   

16



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                  |  |    |  |                                 
|----------------- |  | -- |  | --------------------------------
|                  |  |    |  | Veridien Corporation            
|                  |  |    |  |                                 
|                  |  |    |  | (Registrant)                    
|                  |  |    |  |                                 
|Date May 15, 2003 |  | By |  | /s/ Sheldon C. Fenton           
|                  |  |    |  |                                 
|                  |  |    |  | Sheldon C. Fenton               
|                  |  |    |  | Chief Executive Officer         
|                  |  |    |  |                                 
|Date May 15, 2003 |  | By |  | /s/ Rene A. Gareau              
|                  |  |    |  |                                 
|                  |  |    |  | Rene A. Gareau                  
|                  |  |    |  | Exec. Vice President & Secretary

CERTIFICATIONS*

I, Sheldon C. Fenton certify that:

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

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

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

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)     designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others

17



---



##### Table of Contents



within those entities, particularly during the period in which this quarterly
report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c)     presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

| |  |                        
| |  | -----------------------
| |  | /s/ Sheldon C. Fenton  
| |  |                        
| |  | Sheldon C. Fenton      
| |  | Chief Executive Officer

CERTIFICATIONS*

I, Sheldon C. Fenton certify that:

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

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

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

4.     The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

18



---



##### Table of Contents



a)     designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this quarterly report is being prepared;

b)     evaluated the effectiveness of the registrants disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the Evaluation Date); and

c)     presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5.     The registrants other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

a)     all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to record,
process, summarize and report financial data and have identified for the
registrants auditors any material weaknesses in internal controls; and

b)     any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrants internal controls;
and

6.     The registrants other certifying officers and I have indicated in this
quarterly report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

Date: May 15, 2003

| |  |                               
| |  | ------------------------------
| |  | /s/ Sheldon C. Fenton         
| |  |                               
| |  | Sheldon C. Fenton             
| |  | Chief Executive Officer and   
| |  | Acting Chief Financial Officer

19