<PAGE>   1
                       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 June 30, 2000
                                   -------------


[ ] 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)



11800 28th Street North, St. Petersburg, Florida              33716
------------------------------------------------            ----------
   (Address of principal executive offices)                 (Zip Code)



                                 (727) 572-5500
                ------------------------------------------------
                (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 [ ]




<PAGE>   2

                                TABLE OF CONTENTS

                                                                           Pages

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements.............................................  3-6
         Notes to Financial Statements....................................  7-9

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations........................................10-16



PART II  OTHER INFORMATION

Item 3.  Defaults Upon Senior Securities..................................   17

Item 5.  Other Information................................................   17

Item 6.  Exhibits and Report on Form 8-K
         (a)  Exhibits
              27.1 Financial Data Schedule................................   17














                                       2
<PAGE>   3

PART I   FINANCIAL INFORMATION

ITEM 1.                       FINANCIAL STATEMENTS
                              VERIDIEN CORPORATION
                                AND SUBSIDIARIES

                           Consolidated Balance Sheets
                                   (Unaudited)
                       June 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>

                       Assets                                June 30, 2000        December 31, 1999
                       ------                                -------------        -----------------
<S>                                                          <C>                  <C>
Current Assets:
       Cash                                                   $   334,704             $   6,734
       Accounts receivable - trade
       Less allowance for doubtful account of
             $10,564 and $10,564, respectively                    499,714               300,436
       Note receivable                                             20,000                22,500
       Advances                                                    68,502                    --
       Inventory                                                  353,309               156,932
       Prepaid expenses and other current assets                   20,292                13,939
                                                              -----------             ---------
             Total current assets                               1,296,521               500,541
Property and equipment:
       Furniture and fixtures                                     656,962               656,962
       Leasehold improvements                                      98,874                97,180
                                                              -----------             ---------
                                                                  755,836               754,142
Less accumulated depreciation                                    (694,433)             (683,045)
                                                              -----------             ---------
                                                                   61,403                71,097
Other Assets:
       Patents, less accumulated amortization
             of $487,790 and $485,986 respectively                 26,592                28,396
       Loan costs, less accumulated amortization
             of $73,237 and $65,192 respectively                    4,555                12,601
       Security deposits and other assets                         101,797                39,947
                                                              -----------             ---------
                                                                  132,944                80,944
                                                              -----------             ---------

             Total assets                                     $ 1,490,868             $ 652,582
                                                              ===========             =========
</TABLE>




               See accompanying notes to the financial statements.

                                       3
<PAGE>   4

                              VERIDIEN CORPORATION
                                AND SUBSIDIARIES

                     Consolidated Balance Sheets - Continued
                                   (Unaudited)
                       June 30, 2000 and December 31, 1999

<TABLE>
<CAPTION>

     Liabilities and Deficit in Stockholders' Equity             June 30, 2000           December 31, 1999
     -----------------------------------------------             -------------           -----------------
<S>                                                              <C>                     <C>
Current liabilities:
     Notes payable                                                $    628,279             $    585,779
     Convertible debentures due                                        880,497                1,569,215
     Accounts payable                                                  633,022                  582,107
     Accrued compensation                                                2,137                   57,869
     Accrued interest                                                  345,623                  296,650
     Other accrued liabilities                                          28,149                   21,796
     Customer deposits                                                  38,284                   46,516
     Due to stockholders                                               167,819                  166,787
                                                                  ------------             ------------
        Total current liabilities                                    2,723,810                3,326,719

Long-term liabilities:
     Convertible debentures                                          1,332,000                       --
     Obligation under capital lease                                     19,036                   21,815
                                                                  ------------             ------------
        Total long-term liabilities                                  1,351,036                   21,815

Minority Interest:                                                       9,166                       --

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
        June 30, 2000 and December 31, 1999                             60,000                   60,000
    Series B Preferred Stock, $.001 par value, 245,344
        authorized, 193,534  and 193,534 issued and
        Outstanding at June 30, 2000 and
        December 31, 1999                                                  194                      194
    Common Stock - $.001 par value; 200,000,000 shares
        authorized, 129,522,121 and 119,958,735 shares
        issued and outstanding at June 30, 2000 and
        December 31, 1999                                              129,522                  119,960
    Additional paid-in capital                                      27,698,955               26,789,390
    Common stock warrants                                               26,399                   26,399
    Accumulated deficit                                            (29,686,895)             (27,589,451)
    Current period profit/(loss)                                      (816,319)              (2,097,444)
                                                                  ------------             ------------
                                                                    (2,588,144)              (2,690,952)
    Stock subscriptions receivable                                      (5,000)                  (5,000)
                                                                  ------------             ------------
        Total stockholders' deficit                                 (2,593,144)              (2,695,952)
                                                                  ------------             ------------

                                                                  $  1,490,868             $    652,582
                                                                  ============             ============
</TABLE>




                 See accompanying notes to financial statements.

                                       4
<PAGE>   5

                              VERIDIEN CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                  Three Months Ended                       Six Months Ended
                                                       June 30,                                June 30,
                                               2000                1999                2000               1999
                                           -------------       ------------       -------------       ------------
<S>                                        <C>                 <C>                <C>                 <C>
Sales                                      $     840,879       $     95,782       $     922,346       $    176,037

Operating costs and expenses:
       Cost of sales                             712,802             41,289             778,760            118,229
       General, selling, and
            Administrative                       373,049            388,617             761,993            848,110
       Research and Development                   45,759             93,101             101,234            148,919
                                           -------------       ------------       -------------       ------------
                                               1,131,610            523,007           1,641,987          1,115,258
                                           -------------       ------------       -------------       ------------
Loss from Operations                            (290,731)          (427,225)           (719,641)          (939,221)

Other income (expense):
       Interest expense                          (80,400)           (87,646)           (149,744)          (150,165)
       Operations/production services                 --                 --                  --            171,000
       Rental income                              26,005             25,759              52,010             52,009
       Miscellaneous                                  --             21,179                  --             47,211
       Interest income                             6,377                529              10,222              1,899
                                           -------------       ------------       -------------       ------------
                                                 (48,018)           (40,179)            (87,512)           121,954
Loss before elimination of
       minority interest                        (338,749)          (467,404)           (807,153)          (817,267)

Elimination of minority interest                  (9,166)                --              (9,166)                --
                                           -------------       ------------       -------------       ------------

Net loss                                   $    (347,915)      $   (467,404)      $    (816,319)      $   (817,267)
                                           =============       ============       =============       ============

Net loss per common share                  $      (0.003)      $     (0.005)      $      (0.006)      $     (0.009)

Weight average share outstanding             125,655,255         95,840,843         125,655,255         95,840,843
</TABLE>




                 See accompanying notes to financial statements.

                                       5
<PAGE>   6

                              VERIDIEN CORPORATION
                                AND SUBSIDIARIES

                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                           For the three months ended
                         June 30, 2000 and June 30, 1999

<TABLE>
<CAPTION>

                                                                June 30, 2000         June 30, 1999
                                                                -------------         -------------
<S>                                                             <C>                   <C>
Cash flows from operating activities:
   Net (loss)                                                    $  (816,319)          $  (817,267)
   Adjustments to reconcile net (loss) to net cash
   (used) by operating activities:
     Depreciation and amortization                                    11,388                15,960
     Minority Interest                                                 9,166                   -0-
   (Increase) decrease in:
     Accounts receivable                                            (199,278)             (218,663)
     Note receivable                                                   2,500                   -0-
     Prepaid and other current assets                                 (6,353)               13,720
     Inventories                                                    (196,377)              (53,572)
     Other assets                                                    (52,000)                  -0-
   Increase (decrease) in:
     Accounts payable and accrued expenses                            47,730              (109,139)
     Due to Stockholders                                               1,032                   -0-
     Customer Deposits                                                (8,232)                  -0-
                                                                 -----------           -----------
Net cash (used) by operating activities:                          (1,206,743)           (1,168,961)

Cash flow from investing activities:
   Investment in subsidiaries                                        (68,502)                  -0-
   Purchases of property and equipment                                (1,694)              (15,845)
                                                                 -----------           -----------
Net cash (used) by investing activities                              (70,196)              (15,845)

Cash flow from financing activities:
   Proceeds from convertible debentures                            1,332,000              (640,569)
   Net proceeds from borrowings                                     (646,218)              (84,475)
   Proceeds from issuance of preferred and common stock              919,127             1,898,464
                                                                 -----------           -----------
Net cash provided by financing activities                          1,604,909             1,173,420

Net increase/(decrease) in cash                                      327,970               (11,386)

Cash at beginning of year                                              6,734                17,158
                                                                 -----------           -----------

Cash at end of quarter                                           $   334,704           $     5,772
                                                                 ===========           ===========
</TABLE>




                 See accompanying notes to financial statements.

                                       6
<PAGE>   7

                              VERIDIEN CORPORATION
                                       AND
                                  SUBSIDIARIES

NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS AT JUNE 30,
2000:

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 2000.

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 excluding subsidiary, The
SunSwipe(TM) Corporation, L.L.C, of which is fifty percent owned. All
intercompany balances and transactions have been eliminated in consolidation.

2.  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 June 30, 2000, raw materials and finished goods amounted to
approximately $353,309.

3.  RECLASSIFICATION

Certain reclassifications have been made to the December 31, 1999 audited
consolidated financial statements to be in conformity with the June 30, 2000
unaudited interim financial statements.

4.  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 125,655,255 and 95,840,843 for the quarter
ending June 30, 2000 and 1999, 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.





                                       7
<PAGE>   8

NOTE B - REALIZATION OF ASSETS

The accompanying unaudited interim consolidated financial statements of the
Company as of June 30, 2000 and for the three months and six months ended June
30, 2000 and 1999, 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 June 30, 2000, and the results of its operations and its
cash flows for the three months and six months ended June 30, 2000 and June 30,
1999, respectively. The results for the three months and six months ended June
30, 2000 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 $30.5 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 $2.6 million, a deficit in
working capital of $1.4 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.

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.





                                       8
<PAGE>   9

NOTE B - REALIZATION OF ASSETS - CONTINUED

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.
























                                       9
<PAGE>   10

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS


SECOND QUARTER - JUNE 30, 2000 COMPARED WITH JUNE 30, 1999, AND SIX-MONTHS
ENDED JUNE 30, 2000 COMPARED WITH JUNE 30, 1999

The following discussion and analysis should be read in conjunction with the
financial statements in Part I, Item 1 contained elsewhere in this document.


OVERVIEW

We are a Health Care Company incorporated in Delaware focusing on infection
control and have developed UNIQUE PATENTED PRODUCTS including DISINFECTANTS,
ANTISEPTIC HAND GELS, SKIN CLEANSERS, LENS CARE AND SUNPROTECTION PRODUCTS.

The flagship product, Virahol(R) Hospital Disinfectant/Cleaner & Instrument
Presoak, is now being marketed as VIRAGUARD(R) Hospital Disinfectant/Cleaner &
Instrument Presoak. VIRAGUARD(R) Hospital Disinfectant/Cleaner & Instrument
Presoak and VIRAGUARD(R) Hospital Surface Disinfectant Towelette are EPA
registered disinfectants designed for effective disinfecting, cleaning and
deodorizing of hard, inanimate nonporous surfaces. VIRAGUARD(R) Antiseptic Hand
Gel and VIRAGUARD(R) 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 sales of private label canisters
and sunscreen impregnated towelettes being marketed under the SunSwipe(TM)
label.

The Corporation has incurred losses since its incorporation. At June 30, 2000,
the Corporation had an accumulated deficit of $30,503,214. The Corporation has
financed its ongoing research program and business activities through a
combination of sales, equity financing, and debt.




                                      10
<PAGE>   11

RESULTS OF OPERATIONS


   SECOND QUARTER ENDED JUNE 30, 2000 VS. SECOND QUARTER ENDED JUNE 30, 1999

                                          Second Quarter         Percentage of
                                             June 30,             Net Revenue
                                        2000         1999        2000      1999
                                     ---------     ---------     ----      ----
[S]                                  [C]           [C]           [C]       [C]

Net Sales                            $ 840,879     $  95,782     100%      100%
Cost of Goods Sold                     712,802        41,289      85%       43%
Gross Profit                           128,077        54,493      15%       57%

Operating Expenses:
General, Selling & Administrative      373,049       388,617      44%      406%
Research & Development                  45,759        93,101       5%       97%

(Loss) from Operations                (290,731)     (427,225)    (35)%    (446)%

Other Income (Expense) Net             (48,018)      (40,179)     (6)%     (42)%

(Loss) Before Minority Interest       (338,749)     (467,404)    (40)%    (488)%
Elimination of Minority Interest        (9,166)            0      (1)%        0%

Net (Loss) Before Taxes               (347,915)     (467,404)    (41)%    (488)%
Income Taxes                                 0             0        0%        0%
Net (Loss)                           $(347,915)    $(467,404)    (41)%    (488)%


SECOND QUARTER - JUNE 30, 2000 COMPARED WITH JUNE 30, 1999

Consolidated gross revenues for second quarter 2000 increased by $730,012, or
510%, to $873,261 compared with $143,249 in second quarter 1999.

o    Gross revenue from product sales increased for second quarter 2000 by
     $745,097, or 778%, to $840,879 compared with $95,782 in second quarter
     1999. During this time, we devoted a substantial amount of effort towards
     implementing our marketing strategy and adding new products for
     distribution. The increase in sales revenue was due primarily to the
     addition of canisters and sunscreen towelettes to our product line. This
     shift in product mix accounted for 77% and 8%, respectively, of the
     increase in gross revenue from product sales.

o    Gross rental income for second quarter 2000 increased by 1% to $26,005
     compared with $25,759 in second quarter 1999. A portion of the Company's
     leased 38,000 square foot manufacturing facility is subleased to a
     contract fill manufacturer.

o    Gross miscellaneous income for second quarter 2000 decreased by $21,179 to
     $-0- compared to $21,179 in second quarter 1999. All of the decrease is
     due to reclassification of miscellaneous income collected from lessee for
     percentage of their utilities.




                                      11
<PAGE>   12

o    Interest income for second quarter 2000 increased by $5,848 or 1,105% to
     $6,377 compared with $529 in second quarter 1999. The increase in interest
     income is due primarily to an increased daily cash balance earning
     interest.

Consolidated gross expenses for second quarter 2000 increased by $601,357, or
98%, to $1,212,010 compared with $610,653 in second quarter 1999.

o    The cost of goods sold for second quarter 2000 increased by 1,626% to
     $712,802 compared with $41,289 in second quarter 1999. There was an
     increase in the cost of goods ratio as a percentage of sales to 85% in
     second quarter 2000 compared to 43% in second quarter 1999. The increase
     in the cost of sales resulted primarily from increased sales at 778% over
     the same period of 1999 and a decrease in profit margin on specific new
     products. Veridien is currently working towards decreasing the cost of
     goods ratio as a percentage by improving the product mix with higher
     margins.

o    General, selling, and administrative expenses for second quarter 2000
     decreased by 4% to $373,049 compared with $388,617 in second quarter 1999.
     The decreases that affected general and administrative costs were
     associated with reduced wage expenses of general operation personnel for
     second quarter 2000 that decreased by 40% to $66,224 compared with
     $111,032 in second quarter 1999. Additionally, during second quarter 2000,
     sales expense decreased by 17% to $58,725 compared with $70,538 in second
     quarter 1999. Increases that affected general and administrative costs
     were associated with professional service expenses for second quarter 2000
     that increased by 20% to $123,703 compared with $103,065 in second quarter
     1999.

o    Research and development for second quarter 2000 decreased $47,432, or
     51%, to $45,759 compared with $93,101 in second quarter 1999. The decrease
     can be contributed primarily to a reduction in wage expenses and the
     completion of a substantial portion of activity associated with the
     development of Sterihol-Plus, a cold chemical sterilant.

o    Interest expense for second quarter 2000 decreased by 8% to $80,400
     compared with $87,646 in second quarter 1999. The decrease in interest
     expense was due primarily to the conversion of various debts and accrued
     interest to equity.

o    Operating losses decreased to $347,915 second quarter 2000 from $467,404
     in second quarter 1999. This represented a 26% decrease in operating
     losses.




                                      12
<PAGE>   13

       SIX MONTHS ENDED JUNE 30, 2000 VS. SIX MONTHS ENDED JUNE 30, 1999


                                         Six Months ended         Percentage of
                                             June 30,              Net Revenue
                                        2000          1999       2000      1999
                                     ---------     ---------     ----      ----
[S]                                  [C]           [C]           [C]       [C]

Net Sales                            $ 922,346     $ 176,037     100%      100%
Cost of Goods Sold                     778,760       118,229      84%       67%
Gross Profit                           143,586        57,808      16%       33%

Operating Expenses:
General, Selling & Administrative      761,993       848,110      83%      482%
Research & Development                 101,234       148,919      11%       85%

(Loss) from Operations                (719,641)     (939,221)    (78)%    (534)%

Other Income (Expense) Net             (87,512)      121,954      (9)%      69%

(Loss) Before Minority Interest       (807,153)     (817,267)    (88)%    (464)%
Elimination of Minority Interest        (9,166)            0      (1)%       0%

Net (Loss) Before Taxes               (816,319)     (817,267)    (89)%    (464)%
Income Taxes                                 0             0       0%        0%
Net (Loss)                           $(816,319)    $(817,267)    (89)%    (464)%


SIX-MONTHS ENDED JUNE 30, 2000 COMPARED WITH SIX MONTHS PRIOR YEAR ENDED
JUNE 30, 1999

Consolidated gross revenues for the six months ended June 30, 2000 increased by
$536,422, or 120%, to $984,578, compared with $448,156 during the same period
of 1999.

o    Gross revenue from product sales increased for the first six months of
     2000 by $746,309, or 424%, to $922,346 compared with $176,037 in 1999.
     During this time, we devoted a substantial amount of effort towards
     implementing our marketing strategy and adding new products for
     distribution. The increase in sales revenue was due primarily to the
     addition of canisters and sunscreen towelettes to our product line. This
     shift in product mix accounted for 70% and 7%, respectively, of the
     increase in gross revenue from product sales.

o    Gross revenue from operations/production services (OPS) decreased for the
     first six months of 2000 by $171,000, to $-0- compared with $171,000 for
     the six months ended June 30, 1999. OPS revenue represents quality
     assurance, research and development, purchasing fees and freight-handling
     fees provided to contract fill companies, which manufacture Veridien's
     products. The decrease is due primarily to Veridien utilizing the services
     of four new contract fill manufacturers that already provide these
     services internally.




                                      13
<PAGE>   14

o    Gross rental income for the six months ended June 30, 2000 increased by
     $1, to $52,010 compared with $52,009 in the same period of 1999. A portion
     of the Company's leased 38,000 square foot manufacturing facility is
     subleased to a contract fill manufacturer.

o    Gross miscellaneous income for the first six months of 2000 decreased by
     $47,211 to $-0- compared to $47,211 during the same period in 1999. All of
     the decrease is due to reclassification of miscellaneous income collected
     from lessee for their percentage of utilities.

o    Interest income for the first six months of 2000 increased by $8,323 or
     438% to $10,222 compared with $1,899 during the same period of 1999. The
     increase in interest income is due to an increased daily cash balance
     earning interest.

Consolidated gross expenses for the first six months of 2000 increased by
$526,308, or 42%, to $1,791,731 compared with $1,265,423 during the same period
of 1999.

o    The cost of goods sold for the six months ended June 30, 2000 increased by
     559% to $778,760 compared with $118,229 during the same period of 1999.
     There was an increase in the cost of goods ratio as a percentage of sales
     to 84% during the current year 2000 compared to 67% in the same period of
     1999. The increase in the cost of sales resulted primarily from increased
     sales at 424% over the same period of 1999 and a decrease in profit margin
     on specific new products. Veridien is currently working towards decreasing
     the cost of goods ratio as a percentage by improving the product mix with
     higher margins.

o    General, selling, and administrative expenses for six months ended June
     30,2000 decreased by 10% to $761,993 compared with $848,110 during the
     same period of 1999. The decreases that affected general and
     administrative costs were associated with reduced wage expenses of general
     operation personnel for the first six months of 2000 that decreased by 28%
     to $149,342 compared with $206,177 during the same period of 1999.
     Additionally, decreases that affected general and administrative costs
     were associated with professional service expenses for the first six
     months of 2000 that decreased by 6% to $249,147 compared with $263,772
     during the same period of 1999. Furthermore, decreases that affected
     general and administrative costs were associated with public company
     expenses for the first six months of 2000 by 14% to $36,465 compared with
     $32,000 during the same period of 1999. During the six months ended June
     30, 2000, sales expense decreased by 3% to $116,188 compared with $119,736
     during the same period of 1999.

o    Research and development for the first six months of 2000 decreased by
     $47,685 or 32% to $101,234 compared with $148,919 during the same period
     of 1999. The decrease can be contributed primarily to a reduction in wage
     expenses and the completion of a substantial portion of activity
     associated with the development of Sterihol-Plus, a cold chemical
     sterilant.

o    Interest expense for the first six months of 2000 decreased by less than
     1% to $149,745 compared with $150,165 during the same period of 1999.

o    Operating losses decreased to $816,319 during the first six months of 2000
     from $817,267 during the same period of 1999. This represented a less than
     1% decrease in operating losses.




                                      14
<PAGE>   15

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 June 30, 2000, and June 30, 1999, we had working capital
deficits of approximately $1,427,289 and $1,773,860 respectively. Our
independent certified public accountants stated in their report on the 1999
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 have cut operating expenses, which
we expect will provide improved profit margins beginning in fourth quarter of
2000. Because of our significant losses incurred since inception, we have
become substantially dependent on loans from officers, directors, and third
parties, and from private placements of our securities to fund operations.
These financings and equity placements are included in the following
descriptions.

o    During first quarter 2000, we issued three year Convertible Debentures in
     the amount of $1,347,000. The Convertible Debentures carry interest at the
     rate of 10%, which has been accrued through June 30, 2000. The principal
     and interest amounts are convertible into common shares of Veridien at
     two-thirds of the average of the mid-point between the closing bid and ask
     prices for the 10 business days prior to the election date, however,
     conversion price shall not be less than $0.065 during the first year,
     $0.10 during the second year and $0.15 during the third year. In addition,
     conversion can be accomplished during the first twelve months at a
     conversion price of $0.10. As of August 2000, we are continuing to
     generate funding through the continuation of private placement efforts.

o    During the six months ended June 30, 2000, we utilized sales consultant
     services for which we issued common stock valued at $34,024.

o    During the second quarter 2000, we settled $ 76,850 of payables for the
     issuance of 500,000 common shares.

o    During first quarter 2000, we acquired a purchase option and an exclusive
     license right to market a newly patented pre-packaged Contact Lens Wearer
     Hand Neutralizing Towelette. As part of the agreement we issued common
     stock valued at $11,250.

o    During the six months ended June 30, 2000, $703,718 of Convertible
     Debenture principal and $93,287 of accrued interest was converted into
     8,573,604 shares of common stock at conversion rates ranging between
     $0.071 to $0.16 per share.

o    During the six months ended June 30, 2000, accounts receivable increased
     by $199,278, or 66%, to $499,714 compared to $300,436 at December 31,
     1999. This increase can be attributed primarily to increased obligations
     of our contract fill manufacturer for services provided by our company and
     to increased sales during the last month of second quarter 2000.

o    During the six months ended June 30, 2000, inventory increased by
     $196,377, or 125%, to $353,309 compared to $156,932 at December 31, 1999.
     The increase is due to the purchase of inventory to fulfill orders at our
     increasing sales levels.




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<PAGE>   16

o    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.

o    As of August 2000, we have cash of approximately $258,018. And during
     September and October we expect an additional cash flow of $300,000 from
     operating activities and private placements. This level of liquidity is
     sufficient to operate the Company for 180 days, excluding the potential
     repayment of Convertible Debenture due before December 2000. The Company
     anticipates increasing sales, reduced operating expenses, and additional
     private placement funding will contribute to continuous operations of the
     Company.

o    We anticipate utilizing a portion of our funds to acquire a larger volume
     of product inventory to support an anticipated increase in orders.

o    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. During the second quarter 2000, Veridien began utilizing the
     services of four new contract fill manufacturers. One manufacturer handles
     Veridien's gel products, another the liquid products, the third the
     canister products and the fourth the SunSwipe(TM)product line. These
     contract fill manufacturers have been successful in locating sources of
     our commonly available raw materials and converting these into finished
     products. We believe that use of these contract fill manufacturers will
     assure us of the timely production of products.




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<PAGE>   17

PART II
                               OTHER INFORMATION

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

We have been in technical default on our Loan and Security Agreement since
March 1996. As of June 30,2000, we are indebted to 1192615 Ontario Ltd. for the
remaining principal balance outstanding of $519,340 and $110,275 of accrued
interest. Although the lender has not waived compliance regarding the loan
criteria they are currently in agreement with deferral of the payment of
interest.

ITEM 5.  OTHER INFORMATION

During the quarter, our company announced the acquisition of the exclusive
licensing rights to a newly patented product "Neutral Eyes" for contract lens
wearers. Neutral Eyes is a credit card size, disposable, complete care packet
for contact lens wearers when traveling. The product is planned to include in
each individual packet a sterile saline solution, a Viraguard(R) towelette
contained in a separate compartment and a foil mirror on the back. This will
allow contact lens wearers to replace lenses quickly and safely anywhere.

During the quarter, our company announced receipt of additional purchase orders
for towelette canisters, bringing the initial orders for international sales
to in excess of $2 million. As of June 30, 2000, $587,848 of the purchase
orders have been fulfilled.

On May 31, 2000, the Company accepted the resignation of Andrew T. Libby Jr. as
Chief Operating Officer, Chief Financial Officer, Executive Vice-President and
Corporate Secretary to pursue other opportunities. Mr. Libby will continue to
contribute to the company as an active member of the Board of Directors. Mr.
Ken Chester, Managing Director of Operations has assumed the management of
daily operations, working in tandem with Mr. Sheldon Fenton, CEO.

On July 11, 2000, our company announced that KT Medical Sales, Inc., a highly
acclaimed network of professional sales brokers, has agreed to represent the
Veridien line of products to the medical and dental community. KT Medical has
assembled twenty-eight representatives nationally with a wealth of experience
and contracts to launch and expand the Viraguard(R) products to distributors,
hospitals, emergency medical services, and long-term care facilities.

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

   (a)   Exhibit  27.1     Financial Data Schedule




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                                   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 August 14, 2000                By  /s/ Sheldon C. Fenton
     ---------------                    --------------------------------------
                                               Sheldon C. Fenton
                                               Chief Executive Officer




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