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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 September 30, 2003                                       
|       |  |                                                                                         
|[    ] |  | 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  [  ]

State the number of shares outstanding of each of the issuers classes of
common equity, as of the latest practicable date: 198,404,098 shares of common
stock, par value $0.001 were outstanding at November 1, 2003.

Transitional Small Business Disclosure Format (check one):

Yes  [  ]  No  [X]





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TABLE OF CONTENTS



|                                      |                                                                                               |  |  |  |  |  |  | 
|------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I FINANCIAL INFORMATION         
|                                      | Item 1. Financial Statements                                                                 
|                                      | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                      | Item 3. Controls and Procedures                                                              
|PART II OTHER INFORMATION            
|                                      | 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-31.1 Section 302 CEO Certification
|Ex-31.2 Section 302 CFO Certification
|Ex-32.1 Section 906 CEO Certification
|Ex-32.2 Section 906 CFO Certification



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##### 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 Operation                                                      |  | 11   
|Item 3.                      |  | Controls and Procedures                                                                                                                   |  | 19   
|PART II                      |  | OTHER INFORMATION                                                                                                                         |  |      
|Item 1.                      |  | Legal Proceedings                                                                                                                         |  | 20   
|Item 2.                      |  | Changes in Securities                                                                                                                     |  | 20   
|Item 3                       |  | Default Upon Senior Securities                                                                                                            |  | 20   
|Item 5.                      |  | Other Information                                                                                                                         |  | 21   
|Item 6                       |  | Exhibits and Reports on Form 8-K                                                                                                          |  |      
|                             |  | (a) Exhibit 31.1  Rule 13a-14(a)/15d-14(a) Certification, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              |  | 21   
|                             |  | (b) Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification, Adopted
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002              |  | 21   
|                             |  | (c) Exhibit 32.1  Certification Pursuant to 18 U.S.C. Section 1350,
as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | 21   
|                             |  | (d) Exhibit 32.2  Certification Pursuant 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    |  | 21   

2



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PART I FINANCIAL INFORMATION




Item 1.

Financial StatementsVeridien Corporation
and Subsidiaries

Consolidated Balance Sheets
(Unaudited)
September 30, 2003 and December 31, 2002

|                              |                                                                             |                      |         |         |                    |  |                   |         |         |  | 
|----------------------------- | --------------------------------------------------------------------------- | -------------------- | ------- | ------- | ------------------ |  | ----------------- | ------- | ------- |  | 
|                              |                                                                             |                      |         |         | September 30, 2003 |  | December 31, 2002
|                              |                                                                             |                      |         |         |                    |  |                  
|Assets                        |                                                                             |                      |         |         |                    |  |                   |        
|Current Assets:               |                                                                             |                      |         |         |                    |  |                   |        
|                              | Cash                                                                        |                      | $       | 34,948  |                    |  | $                 | 89,048  |        
|                              | Accounts receivable  trade                                                 |                      |         |         |                    |  |                   |         |        
|                              | Less allowance for doubtful accounts of
$23,077 and $20,584 respectively    |                      |         | 105,131 |                    |  |                   | 98,205  |        
|                              | Inventory                                                                   |                      |         | 270,304 |                    |  |                   | 226,688 |        
|                              | Due from shareholders                                                       |                      |         | 88,917  |                    |  |                   | -0-     |        
|                              | Marketable securities                                                       |                      |         | 490,050 |                    |  |                   | 273,002 |        
|                              | Prepaid expenses and other current assets                                   |                      |         | 48,122  |                    |  |                   | 62,553  |        
|                              |                                                                             |                      |         |         |                    |  |                   |         |        
|                              |                                                                             | Total current assets |         |         | 1,037,472          |  |                   |         | 749,496 | 
|                             
|Property and equipment:       |                                                                             |                      |         |         |                    |  |                   |        
|                              | Furniture and fixtures                                                      |                      |         | 409,211 |                    |  |                   | 409,211 |        
|Less accumulated depreciation |                                                                             |                      | 387,508 |         |                    |  | 377,197           |        
|                              |                                                                             |                      |         |         |                    |  |                   |         |        
|                              |                                                                             |                      | 21,703  |         |                    |  | 32,014            |        
|                             
|Other Assets:                 |                                                                             |                      |         |         |                    |  |                   |        
|                              | Patents less accumulated amortization
of $499,517 and $496,811 respectively |                      |         | 14,865  |                    |  |                   | 17,571  |        
|                              | Security deposits and other assets                                          |                      |         | 1,625   |                    |  |                   | 1,625   |        
|                              |                                                                             |                      |         |         |                    |  |                   |         |        
|                              |                                                                             |                      | 16,490  |         |                    |  | 19,196            |        
|                              |                                                                             |                      |         |         |                    |  |                   |         |        
|                              |                                                                             | Total assets         |         | $       | 1,075,665          |  |                   | $       | 800,706 | 
|                              |                                                                             |                      |         |         |                    |  |                   |         |        

See accompanying notes to the financial statements.

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Veridien Corporation
And Subsidiaries

Consolidated Balance Sheets  Continued
(Unaudited)
September 30, 2003 and December 31, 2002

|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |            |   | 
|----------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ---------- | ----------- | ------------------ | - | ----------------- | ----------- | ---------- | - | 
|                                                |                                                                                                                                                                                                                                           |                             |            |             | September 30, 2003 |   | December 31, 2002
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                  
|Liabilities and Deficit in Stockholders Equity |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |            
|Current Liabilities:                            |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |            
|                                                | Current capital lease obligations                                                                                                                                                                                                         |                             | $          | 5,150       |                    |   | $                 | 5,150       |           
|                                                | Note payable                                                                                                                                                                                                                              |                             |            | 344,852     |                    |   |                   | 293,323     |           
|                                                | Convertible debentures due                                                                                                                                                                                                                |                             |            | 1,951,311   |                    |   |                   | 1,981,311   |           
|                                                | Accounts payable                                                                                                                                                                                                                          |                             |            | 1,372,695   |                    |   |                   | 1,113,791   |           
|                                                | Accrued compensation                                                                                                                                                                                                                      |                             |            | 3,548       |                    |   |                   | 7,412       |           
|                                                | Accrued interest                                                                                                                                                                                                                          |                             |            | 1,119,797   |                    |   |                   | 1,053,227   |           
|                                                | Other accrued liabilities                                                                                                                                                                                                                 |                             |            | 20,606      |                    |   |                   | 40,229      |           
|                                                | Customer deposits                                                                                                                                                                                                                         |                             |            | 24,607      |                    |   |                   | 41,406      |           
|                                                | Due to stockholders                                                                                                                                                                                                                       |                             |            | 33,523      |                    |   |                   | 31,976      |           
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           | Total current liabilities   |            |             | 4,876,089          |   |                   |             | 4,567,825  |  
|                                               
|Long-term Liabilities:                          |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |            
|                                                | Capital lease obligations less current                                                                                                                                                                                                    |                             |            | 2,086       |                    |   |                   | 6,022       |           
|                                                | Convertible debentures                                                                                                                                                                                                                    |                             |            | 482,200     |                    |   |                   | 349,000     |           
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           | Total long-term liabilities |            |             | 484,286            |   |                   |             | 355,022    |  
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           | Total liabilities:          |            |             | 5,360,375          |   |                   |             | 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
September 30, 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 September 30, 2003 and December 31, 2002                                                                                     |                             |            | 175         |                    |   |                   | 175         |           
|                                                | Common Stock - $.001 par value; 300,000,000 shares
authorized, 191,169,710 and 183,274,887 shares
issued and outstanding at September 30, 2003 and
December 31, 2002                                                                      |                             |            | 191,170     |                    |   |                   | 183,275     |           
|                                                | Additional paid-in capital                                                                                                                                                                                                                |                             |            | 30,018,650  |                    |   |                   | 29,842,331  |           
|                                                | Common stock warrants                                                                                                                                                                                                                     |                             |            | 26,399      |                    |   |                   | 26,399      |           
|                                                | Accumulated deficit                                                                                                                                                                                                                       |                             |            | (34,229,321 | )                  |   |                   | (33,416,017 | )         
|                                                | Current period profit (loss)                                                                                                                                                                                                              |                             |            | (346,783    | )                  |   |                   | (813,304    | )         
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           |                             | (4,279,710 | )           |                    |   | (4,117.141        | )          
|                                                | Stock subscriptions receivable                                                                                                                                                                                                            |                             |            | (5,000      | )                  |   |                   | (5,000      | )         
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           | Total stockholders deficit |            |             | (4,284,710         | ) |                   |             | (4,122,141 | )
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           
|                                                |                                                                                                                                                                                                                                           | $                           | 1,075,665  |             |                    | $ | 800,706           |            
|                                                |                                                                                                                                                                                                                                           |                             |            |             |                    |   |                   |             |           

See accompanying notes to financial statements.

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Veridien Corporation
and Subsidiaries

Consolidated Statements of Operations
(Unaudited)

|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |          |  
|---------------------------------- | ----------------------------------------------- | - | ------------------ | ------- | ----------------- | - | ----------- | ------- | ---- | - | ----------- | ------- | - | - | ----------- | -------- | -
|                                   |                                                 |   | Three Months Ended |         | Nine Months Ended
|                                   |                                                 |   | September 30,      |         | September 30,    
|                                   |                                                 |   | 2003               |         | 2002              |   | 2003        |         | 2002
|                                   |                                                 |   |                    |         |                   |   |             |         |     
|Sales                              |                                                 | $ | 406,192            |         |                   | $ | 121,949     |         |      | $ | 1,300,669   |         |   | $ | 689,104     |         
|                                  
|Operating costs and expenses:      |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|                                   | Cost of sales                                   |   |                    | 186,038 |                   |   |             | 84,513  |      |   |             | 710,068 |   |   |             | 402,274  |  
|                                   | General, selling, and
administrative            |   |                    | 346,542 |                   |   |             | 264,640 |      |   |             | 844,186 |   |   |             | 964,259  |  
|                                   | Research and development                        |   |                    | 26,014  |                   |   |             | 27,629  |      |   |             | 73,546  |   |   |             | 107,032  |  
|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|                                   |                                                 |   | 558,597            |         |                   |   | 376,782     |         |      |   | 1,627,800   |         |   |   | 1,473,565   |         
|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|Income (Loss) from Operations      |                                                 |   | (152,402           | )       |                   |   | (254,833    | )       |      |   | (327,131    | )       |   |   | (784,461    | )       
|                                  
|Other income (expense):            |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|                                   | Interest expense                                |   |                    | 120,577 |                   |   |             | (80,959 | )    |   |             | (77,396 | ) |   |             | (237,102 | )
|                                   | Change in market value
of marketable securities |   |                    | 125,560 |                   |   |             | 256,000 |      |   |             | 110,758 |   |   |             | 269,570  |  
|                                   | Realized gain (loss)
on marketable securities   |   |                    | 32,377  |                   |   |             | 23,964  |      |   |             | (53,201 | ) |   |             | 35,934   |  
|                                   | Realized gain on sale of
property and equipment |   |                    | -0      | -                 |   |             | -0      | -    |   |             | -0      | - |   |             | 35,130   |  
|                                   | Realized sale of cash credits                   |   |                    | -0      | -                 |   |             | -0      | -    |   |             | -0      | - |   |             | 64,500   |  
|                                   | Interest income                                 |   |                    | 22      |                   |   |             | 146     |      |   |             | 187     |   |   |             | 227      |  
|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|                                   |                                                 |   | 278,536            |         |                   |   | 199,151     |         |      |   | (19,652     | )       |   |   | 168,259     |         
|                                  
|Net income (loss) before taxes     |                                                 |   | 126,134            |         |                   |   | (55,682     | )       |      |   | (346,783    | )       |   |   | (616,202    | )       
|Income taxes                       |                                                 |   | -0                 | -       |                   |   | -0          | -       |      |   | -0          | -       |   |   | -0          | -       
|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|Net income (loss)                  |                                                 | $ | 126,134            |         |                   | $ | (55,682     | )       |      | $ | (346,783    | )       |   | $ | (616,202    | )       
|                                   |                                                 |   |                    |         |                   |   |             |         |      |   |             |         |   |   |             |         
|Net income (loss) per common
share |                                                 | $ | 0.0007             |         |                   | $ | (0.0003     | )       |      | $ | (0.0018     | )       |   | $ | (0.0035     | )       
|Weight average share outstanding   |                                                 |   | 191,155,159        |         |                   |   | 179,401,553 |         |      |   | 188,502,533 |         |   |   | 177,741,891 |         

See accompanying notes to financial statements.

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Veridien Corporation
and Subsidiaries

Consolidated Statements of Cash Flows
(Unaudited)

For the nine months ended
September 30, 2003 and September 30, 2002

|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |          |  
|----------------------------------------- | -------------------------------------------------------------------------------------- | ------------------------------------------------ | -------- | ------------------ | -------- | ------------------ | -------- | -------- | -------- | -
|                                          |                                                                                        |                                                  |          | September 30, 2003 |          | September 30, 2002
|                                          |                                                                                        |                                                  |          |                    |          |                   
|Cash flows from operating activities:     |                                                                                        |                                                  |          |                    |          |                    |          |         
|                                          | Net income (loss)                                                                      |                                                  | $        | (346,783           | )        |                    | $        | (616,202 | )       
|                                          | Adjustments to reconcile net income (loss)
to net cash (used) by operating activities: |                                                  |          |                    |          |                    |          |          |         
|                                          |                                                                                        | Depreciation and amortization                    |          |                    | 13,017   |                    |          |          | 11,722   |  
|                                          |                                                                                        | Stock issuances for services                     |          |                    | 41,288   |                    |          |          | 65,696   |  
|                                          |                                                                                        | Stock issuances for interest expense, non-cash   |          |                    | 6,726    |                    |          |          | 14,510   |  
|                                          |                                                                                        | Other, not affecting cash                        |          |                    | (461,373 | )                  |          |          | (15,332  | )
|                                          |                                                                                        | Realized (gains) loss on marketable securities   |          |                    | 53,201   |                    |          |          | (35,934  | )
|                                          |                                                                                        | Unrealized (gains) loss on marketable securities |          |                    | (110,758 | )                  |          |          | (269,570 | )
|                                          |                                                                                        | Proceeds from sale of marketable securities      |          |                    | 408,088  |                    |          |          | 175,116  |  
|                                          |                                                                                        | Realized sale of cash credits                    |          |                    | -0       | -                  |          |          | (64,500  | )
|                                          |                                                                                        | Realized gain (loss) on equipment                |          |                    | -0       | -                  |          |          | (35,130  | )
|                                          | (Increase) decrease in:                                                                |                                                  |          |                    |          |                    |          |          |         
|                                          |                                                                                        | Accounts receivable                              |          |                    | (6,926   | )                  |          |          | 655      |  
|                                          |                                                                                        | Prepaid and other current assets                 |          |                    | 14,431   |                    |          |          | 14,627   |  
|                                          |                                                                                        | Inventories                                      |          |                    | (43,616  | )                  |          |          | 199,738  |  
|                                          |                                                                                        | Other assets                                     |          |                    | -0       | -                  |          |          | 7,147    |  
|                                          | Increase (decrease) in:                                                                |                                                  |          |                    |          |                    |          |          |         
|                                          |                                                                                        | Accounts payable and accrued expenses            |          |                    | 301,990  |                    |          |          | 331,211  |  
|                                          |                                                                                        | Due to stockholders                              |          |                    | (87,379  | )                  |          |          | 1,547    |  
|                                          |                                                                                        | Customer deposits                                |          |                    | (16,799  | )                  |          |          | (10,500  | )
|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |         
|Net cash (used) by operating activities:  |                                                                                        |                                                  | (234,893 | )                  |          |                    | (225,199 | )       
|                                         
|Cash flow from investing activities:      |                                                                                        |                                                  |          |                    |          |                    |          |         
|                                          | Net purchases and disposal of property and equipment                                   |                                                  |          | -0                 | -        |                    |          | -0       | -       
|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |         
|Net cash (used) by investing activities   |                                                                                        |                                                  | -0       | -                  |          |                    | -0       | -       
|                                         
|Cash flow from financing activities:      |                                                                                        |                                                  |          |                    |          |                    |          |         
|                                          | Proceeds from convertible debentures                                                   |                                                  |          | 133,200            |          |                    |          | 204,000  |         
|                                          | Net payment on capital leases                                                          |                                                  |          | (3,936             | )        |                    |          | (5,786   | )       
|                                          | Net proceeds from borrowings                                                           |                                                  |          | 51,529             |          |                    |          | 30,724   |         
|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |         
|Net cash provided by financing activities |                                                                                        |                                                  | 180,793  |                    |          |                    | 228,938  |         
|                                         
|Net increase/(decrease) in cash           |                                                                                        |                                                  | (54,100  | )                  |          |                    | 3,739    |         
|Cash at beginning of year                 |                                                                                        |                                                  | 89,048   |                    |          |                    | 7,219    |         
|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |         
|Cash at end of quarter                    |                                                                                        | $                                                | 34,948   |                    |          | $                  | 10,958   |         
|                                          |                                                                                        |                                                  |          |                    |          |                    |          |          |         

See accompanying notes to financial statements.

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Veridien Corporation
and
Subsidiaries

Notes to the Unaudited Interim Consolidated Financial Statements at September
30, 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 September 30, 2003 raw materials and finished goods
amounted to approximately $270,304.

5.     Fair Value of Financial Instruments

The Company considers the recorded value of its financial assets and
liabilities, consisting principally of accounts receivable, investments in
marketable securities, accounts payable, accrued expenses and debt to
approximate the fair value of the respective assets and liabilities at
September 30, 2003, and December 31, 2002

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Note A  Summary of
Significant Accounting Policies - Continued

6.     Reclassification

Certain reclassifications have been made to the December 31, 2002 audited
consolidated financial statements to be in conformity with the September 30,
2003 unaudited interim financial statements.

7.     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 191,155,159 and
179,401,553 for the quarter ending September 30, 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 September 30, 2003 and for the three months and nine months ended
September 30, 2003 and 2002, 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 September 30, 2003, and the results of its
operations and its cash flows for the three months and nine months ended
September 30, 2003 and September 30, 2002, respectively. The results for the
three months and nine months ended September 30, 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 $34.6
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 $4.3 million, a deficit in
working capital of $3.8 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.

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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 third quarter 2003 the Company purchased and sold 165,700 marketable
securities and realized a gain in the amount of $32,377. The Company also
received 605,000 shares of marketable securities at September 3, 2003 in
payment of a current accounts receivable. At the end of third quarter 2003
these 605,000 shares of a marketable security resulted in an unrealized gain of
$125,560 due to the increase in the FMV from $.6024 to $.81.

During the second quarter 2003 the Company sold 380,000 HQNT shares and
realized a loss in the amount of $20,733 due to the decline in the FMV of the
stock from March 31, 2003.

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.

During the quarter ending September 30, 2002 an additional 166,500 shares
H-Quotient Inc. (HQNT) shares were sold and a gain was recognized in the amount
of $23,964.

At September 30, 2002 the Company owned 512,000 shares of H-Quotient Inc.(HQNT)
representing a carrying value of $419,840. An unrealized gain in the amount of
$256,000 and $269,570 was recognized for the quarter and nine months ended
September 30, 2002 to adjust the carrying value to market value.

On May 4, 2001 the Company exchanged cash credits with a stated value of
$129,000 for 430,000 shares of restricted common shares of H-Quotient Inc. The
Company recognized $64,500 of other income from this transaction which
represents 50% of fair market value of the shares after an estimated
marketability discount due to restrictions. The investment in the common
shares was recorded at the cost of $64,500 at December 31, 2001 and had not
been recognized as a marketable security due to the restrictions that existed
on its disposition. On May 4, 2002, the restrictions expired and the Company
reclassified the shares to marketable securities, trading securities. The
Company has made an adjustment in the amount of $64,500 reflect the current
market value at June 30, 2002. The shares were recorded to marketable

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Note C  Marketable Securities and Investments  Continued

securities and valued at $137,600. An unrealized gain in the amount of $64,500
was recognized for the difference between book value and fair market value.

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 received. During
the quarter ending June 30, 2002 these shares were sold and a loss in the
amount of $10,720 was recognized.

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 received. During the quarter ending June 30,
2002 these shares were sold and a loss in the amount of $2,425 was recognized.

During the quarter ending June 30, 2002, an additional 166,500 shares
H-Quotient Inc. (HQNT) shares were sold and a gain was recognized in the amount
of $25,115.

Note D  Supplemental Cash Flow Disclosures

During the nine months ended September 30, 2003 the Company received 605,000
shares of marketable securities for payment of a current accounts receivable.
At September 30, 2003 the fair market value of the marketable securities is
$490,050.

During the nine months ended September 30, 2002 the Company exchanged accounts
receivable and inventory in the amount of $38,370 for marketable securities.
The Company recognized an increase in carrying value and change in
classifications on an investment in the amount of $64,500 due to the elapsing
of time restrictions.

Note E  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). As of September 30, 2003 the Company
has received product towards this credit in the amount of $5,920.

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.

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

Third Quarter  September 30, 2003 Compared with September 30, 2002, and
Nine-Months Ended September 30, 2003 Compared with September 30, 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 as of September 30, 2003 for the three months and nine
months ended September 30, 2003 and September 30, 2002, respectively. 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.

During the third quarter 2003 we signed a supply contract with the American Red
Cross, wherein they contracted for the following products: Viraguard® Hospital
Hard Surface Disinfectant Cleaner and Instrument Presoak, Viraguard® Antiseptic
Hand Spray, Viraguard® Hospital Surface Disinfectant Towelettes and Viraguard®
Antiseptic Hand Wipes. Our patented Disinfectants and Wipes may be used by the
Red Cross to meet regulatory requirements concerning the type of hard surface
disinfectants used in Red Cross Biomedical Services facilities across America.
Deliveries to the Red Cross are expected to commence in the fourth quarter
2003.

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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 September 30,
2003, the Company had an accumulated deficit of $34,576,104. The Company has
financed its ongoing business activities through a combination of sales, equity
financing, and debt.

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Results of Operations

Third Quarter ended September 30, 2003 vs. Third Quarter ended September 30, 2002

|                                  |  |               |          |               |  |      |          |      |  |  |     |    |  |  |      |   
|--------------------------------- |  | ------------- | -------- | ------------- |  | ---- | -------- | ---- |  |  | --- | -- |  |  | ---- | --
|                                  |  | Third Quarter |          | Percentage of
|                                  |  | September 30, |          | Net Revenue  
|                                  |  | 2003          |          | 2002          |  | 2003 |          | 2002
|Net Sales                         |  | $             | 406,192  |               |  | $    | 121,949  |      |  |  | 100 | %  |  |  | 100  | % 
|Cost of Goods Sold                |  |               | 186,038  |               |  |      | 84,513   |      |  |  | 46  | %  |  |  | 69   | % 
|Gross Profit                      |  |               | 220,154  |               |  |      | 37,436   |      |  |  | 54  | %  |  |  | 31   | % 
|                                 
|Operating Expenses:               |  |               |          |               |  |      |          |      |  |  |     |    |  |  |      |   
|General, Selling & Administrative |  |               | 346,542  |               |  |      | 264,640  |      |  |  | 85  | %  |  |  | 217  | % 
|Research & Development            |  |               | 26,014   |               |  |      | 27,629   |      |  |  | 6   | %  |  |  | 23   | % 
|                                 
|Income (Loss) from Operations     |  |               | (152,402 | )             |  |      | (254,833 | )    |  |  | (38 | )% |  |  | (209 | )%
|                                 
|Other Income (Expense) Net        |  |               | 278,536  |               |  |      | 199,151  |      |  |  | 69  | %  |  |  | 163  | % 
|                                 
|Net Income (Loss) Before Taxes    |  |               | 126,134  |               |  |      | (55,682  | )    |  |  | 31  | %  |  |  | (46  | )%
|Income Taxes                      |  |               | -0       | -             |  |      | -0       | -    |  |  | 0   | %  |  |  | 0    | % 
|Net Income (Loss)                 |  |               | 126,134  |               |  | $    | (55,682  | )    |  |  | 31  | %  |  |  | (46  | )%

Third Quarter - September 30, 2003 Compared with September 30, 2002

Consolidated gross revenues for third quarter 2003 increased by $162,092, or
40%, to $564,151 compared with $402,059 in third quarter 2002.



| |  | Gross revenue from product sales increased for third quarter 2003 by
$284,243 or 233%, to $406,192 compared with $121,949 in third 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 next year, will generate new revenue in next and future
years. In addition, we continue to pursue strategic alliances with
other corporations that have existing distribution networks. Our goal
for these alliances is to create immediate distribution and
fulfillment avenues for our products, while focusing on our capital
resources.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Interest income for third quarter 2003 decreased by $124, or 85% to
$22 compared with $146 in third quarter 2002. The decrease in
interest income is due primarily to a decreased daily cash balance
earning interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| |  | Additionally, other income for third quarter 2003 decreased by
$122,027, or 44% to $157,937 compared with $279,964 in third quarter
2002. The unrealized gain in marketable securities for third quarter
2003 recognizes an increase of $125,560 and $256,000 in the value of
the marketable securities held by the Company for the quarter ended
September 30, 2003 and 2002, respectively. The Company recognized
realized gains of $32,377 and $23,964 on the sale of marketable
securities for the quarter ended September 30 2003 and 2002,
respectively.                                                                                                                                                                                                         

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Consolidated gross expenses for third quarter 2003 decreased by $19,724, or 4%
to $438,017 compared with $457,741 in third quarter 2002.



| |  | The cost of goods sold for third quarter 2003 increased by $101,525,
or 120% to $186,038 compared with $84,513 in third quarter 2002.
There was a decrease in the cost of goods ratio as a percentage of
sales to 46% in third quarter 2003 compared to 69% in third quarter
2002. The increase in the cost of sales resulted primarily of a
combination of increased sales at 233% over the same period of 2002
offset by a change in product mix. The Company is continuing to work
towards decreasing the cost of goods ratio as a percentage by
improving the product mix with higher margins.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | General, selling, and administrative expenses for third quarter 2003
increased by $81,902, or 31% to $346,542 compared with $264,640 in
third quarter 2002. Increases that affected general and
administrative expenses were associated with professional legal,
consulting and accounting fees for third quarter 2003 that increased
by 10% to $83,018 compared with $75,596 in third quarter 2002.
Increases in general and administrative costs were associated with
public company expenses for third quarter 2003 the increase in this
category increased by 180% to $4,719 compared with $1,685 in third
quarter 2002. Additionally, selling expenses increased for third
quarter 2003 by 17% to $103,663 compared with $88,651 in third quarter
2002. Decreases that affected general and administrative costs were
associated with administrative wages which decreased in third quarter
2003 by 48% to $21,979 compared with $42,312 in third quarter 2002.
This decrease is attributable to the reduction in staff on payroll
with the functions now being handled by personnel on consulting
contracts.
| 
| |  | Research and development for third quarter 2003 decreased $1,615, or
6% to $26,014 compared with $27,629 in third quarter 2002. The
decrease was due primarily to the use of outside services for
registrations instead of internal staffing. The Company continues to
do additional research on the focus of broadening the range of claims
we can assert on our existing products and on testing new products for
commercialization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| 
| |  | Interest expense for third quarter 2003 decreased by $201,536 or 249%
to a positive $120,577 compared with negative $80,959 in third quarter
2002. The decrease in interest expense was due primarily to
negotiation with certain expired Convertible Debenture holders to
waive accrued interest in the amount of $206,537 in exchange for
closer to market conversion rates for their debt instruments.
Interest continues to accrue on other various debts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| 
| |  | Operating losses decreased to $152,402 in third quarter 2003 from
$254,833 in third quarter 2002. This represented a 40% decrease in
operating losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

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Nine Months ended September 30, 2003 vs. Nine Months ended September 30, 2002

|                                  |  |                   |           |               |  |      |          |      |  |  |     |    |  |  |      |   
|--------------------------------- |  | ----------------- | --------- | ------------- |  | ---- | -------- | ---- |  |  | --- | -- |  |  | ---- | --
|                                  |  | Nine Months ended |           | Percentage of
|                                  |  | September 30,     |           | Net Revenue  
|                                  |  | 2003              |           | 2002          |  | 2003 |          | 2002
|Net Sales                         |  | $                 | 1,300,669 |               |  | $    | 689,104  |      |  |  | 100 | %  |  |  | 100  | % 
|Cost of Goods Sold                |  |                   | 710,068   |               |  |      | 402,274  |      |  |  | 55  | %  |  |  | 58   | % 
|Gross Profit                      |  |                   | 590,601   |               |  |      | 286,830  |      |  |  | 45  | %  |  |  | 42   | % 
|                                 
|Operating Expenses:               |  |                   |           |               |  |      |          |      |  |  |     |    |  |  |      |   
|General, Selling & Administrative |  |                   | 844,186   |               |  |      | 964,259  |      |  |  | 65  | %  |  |  | 140  | % 
|Research & Development            |  |                   | 73,546    |               |  |      | 107,032  |      |  |  | 6   | %  |  |  | 16   | % 
|                                 
|Income (Loss) from Operations     |  |                   | (327,131  | )             |  |      | (784,461 | )    |  |  | (25 | )% |  |  | (114 | )%
|                                 
|Other Income (Expense) Net        |  |                   | (19,652   | )             |  |      | 168,259  |      |  |  | (2  | )% |  |  | 24   | % 
|                                 
|Net income (Loss) Before Taxes    |  |                   | (346,783  | )             |  |      | (616,202 | )    |  |  | (27 | )% |  |  | (89  | )%
|Income Taxes                      |  |                   | -0-       |               |  |      | -0-      |      |  |  | 0   | %  |  |  | 0    | % 
|Net income (Loss)                 |  | $                 | (346,783  | )             |  | $    | (616,202 | )    |  |  | (27 | )% |  |  | (89  | )%

Nine months ended September 30, 2003 Compared with Nine Months ended September
30, 2002

Consolidated gross revenues for the nine months ended September 30, 2003
increased by $263,948, or 24% to $1,358,413, compared with $1,094,465 during
the same period of 2002.



| |  | Gross revenue from product sales increased for the nine months ended

September 30, 2003 by $611,565, or 89% to $1,300,669 compared with
$689,104 in 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 next year, will generate new revenue in next and future
years. In addition, we continue to pursue strategic alliances with
other corporations that have existing distribution networks. Our goal
for these alliances is to create immediate distribution and
fulfillment avenues for our products, while focusing on our capital
resources.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Interest income for the nine months ended September 2003 decreased by
$40, or 18% to $187 compared with $227 during the same period of 2002.
The decrease in interest income is due to a decreased daily cash
balance earning interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| 
| |  | Other income for the nine months ended September 30, 2003 decreased by
$347,577 or 86% to $57,557 compared with $405,134 during the same
period of 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| 
| |  | During the third quarter 2003 the Company purchased and sold 165,700
marketable securities and realized a gain in the amount of $32,377.
The Company also received 605,000 shares of marketable securities at
September 3, 2003 in payment of a current accounts receivable. At the
end of third quarter 2003 these 605,000 shares of a marketable
security resulted in an unrealized gain of $125,560 due to the
increase in the FMV from $.6024 to $.81.                                                                                                                                                                                                                                                                                                                       

15



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| |  | During the second quarter 2003 the Company sold 380,000 HQNT shares
and realized a loss in the amount of $20,733 due to the decline in the
FMV of the stock from March 31, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| 
| |  | The unrealized gain on marketable securities for the nine months ended
September 30, 2002 recognizes a total increase of $269,570 in the
value of the marketable securities held by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| |  | Realized gain or loss for the nine months ended September 30, 2002
includes a realized gain on the receipt of 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. Also during the nine months ended September 30,
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.                                                                                                        
| 
| |  | Realized gain or loss on sale of assets for the nine months ended
September 30, 2002 recognized a net gain of $35,934 on the sale of
marketable securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| 
| |  | During the nine months ending September 30, 2002 a realized sale of
cash credits recognized a net gain on the sale of cash credits in the
amount of $64,500. This investment has now been reclassified as a
marketable security at the fair market value as of June 30, 2002. The
cash credits were originally received when the Company sold inventory
in May 2001 to SGD International Corporation. These credits were
originally recorded in June 2001 in the amount of $129,000 with a
stated value of $150,500. These credits were exchanged for 430,000
shares of restricted common shares of H-Quotient, Incorporated (HQNT).
At December 31, 2001 the $129,000 was written down to $64,500 due to
their restrictions. Currently, a remainder of $23,000 cash credits
still remains with SGD International.

Consolidated gross expenses for the first nine months of 2003 decreased by
$5,471, or .3% to $1,705,196 compared with $1,710,667 during the same period of
2002.



| |  | The cost of goods sold for the nine months ended September 30, 2003
increased by $307,794, or 77% to $710,068 compared with $402,274
during the same period of 2002. There was a decrease in the cost of
goods ratio as a percentage of sales to 55% during the current year
2003 compared to 58% in the same period of 2002. The increase in the
cost of sales resulted primarily from a combination of increased sales
at 89% over the same period of 2002 offset by a change in product mix.
The Company is currently working toward decreasing the cost of goods
ratio as a percentage by improving the product mix with higher
margins.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| |  | General, selling, and administrative expenses for the nine months
ended September 30, 2003 decreased by $120,073, or 12 % to $844,186
compared with $964,259 during the same period of 2002. Decreases that
affected general and administrative costs were associated with
administrative wages which decreased for the nine months ended
September 30, 2003 by 60% to $66,214 compared with $164,288 in the
same period 2002. This decrease is attributable to the reduction in
staff on payroll with the functions now being handled by personnel on
consulting contracts. Decreases that affected general and
administrative expenses were associated with professional legal,
consulting and accounting fees for the nine months ended September 30,
2003 that decreased by 48% to $145,398 compared with $278,969 in the
same period 2002. Additional decreases in general and administrative
costs were associated with public company expenses for the nine months
ended September 30, 2003 the decrease in this category decreased by
81% to $13,684 compared with $72,083 in the same period 2002. The
higher expenses in 2002 were the result of the annual shareholder
meeting which was held on March 6, 2002. Additionally, selling
expenses increased for nine months ended September 30, 2003 by 15% to
$349,078 compared with $304,776 in the same period 2002.
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | Research and development for the first nine months of 2003 decreased
by $33,486 or 31%, to $73,546 compared with $107,032 during the same
period of 2002. The decrease was due primarily to the use of outside
services for registrations instead of internal staffing. The Company
continues to do additional research on the focus of broadening the
range of claims we can assert on our existing products and on testing
new products for commercialization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| 
| |  | Interest expense for the first nine months of 2003 decreased by
$159,706, or 67% to $77,396 compared with $237,102 during the same
period of 2002. The decrease in interest expense was due primarily to
negotiation with certain expired Convertible Debenture holders to
waive accrued interest in the amount of $206,537 in exchange for
closer to market conversion rates for their debt instruments.
Interest continues to accrue on other various debts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| 
| |  | Operating losses decreased to $327,131 during the first nine months of
2003 from $784,461 during the same period of 2002. This represented a
58% decrease in operating losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

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Liquidity and Working Capital

Historically, our principal source of financing for our research and
development and business activities have been through sales, equity offerings,
and debt. As of September 30, 2003 and September 30, 2002 we had working
capital deficits of approximately $3,838,617 and $2,634,354 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 third quarter of 2003 the company liquidated a portion of its marketable securities for a net cashflow of
$142,676.                                                                                                                                                  
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | During the third quarter of 2003 the company borrowed $75,000 in short term loans.                                                                                                                                                                                              
| 
| |  | During the nine months ended September 30, 2003, 93,719 common shares were issued under the companys S8 Registration
Statement to an employee under the terms of their employment contract. The average effective price per share was $0.048.                                  
| 
| |  | During the third quarter 2003 200,000 common shares were issued under the companys S8 Registration Statement to legal
counsel as a retainer for legal services to be provided to the company. The effective price per share was $0.05.                                         
| 
| |  | During the second quarter of 2003 we issued a total of 5 convertible debentures for cash proceeds of $120,000 and accounts
payable retirement of $13,200. These debentures carry interest rates of 10%, have terms of 3 years and have conversion
rates between $0.04 and $0.05.
| 
| |  | During the second quarter of 2003 the company liquidated a portion of its marketable securities for a net cashflow of
$198,265.                                                                                                                                                 
| 
| |  | During the second quarter of 2003 2 Convertible Debentures with principal balances of $30,000 and accrued interest of
$6,726 were converted into 1,224,221 shares of common stock.                                                                                              
| 
| |  | During the second quarter of 2003 $6,200 of the Loan and Security Agreement principal was converted by the holders to 0-
shares of Series B Preferred Stock and 400,000 shares of Common Stock.                                                                                
| 
| |  | During the six months ended June 20, 2003, 71,893 common shares were issued under the companys S8 Registration Statement
to a consultant under the terms of their contract. The average effective price per share was $0.042.                                                  
| 
| |  | During the second quarter of 2003 660,000 common shares were issued to a former officer of the Company in fulfillment of
all obligations to him under his employment contract with the Company.                                                                                 
| 
| |  | 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.                                        

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| |  | During the first quarter of 2003 the company liquidated a portion of its marketable securities for a net cashflow of
$67,147.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| 
| |  | During the nine months ended September 30, 2003, accounts receivable increased by $6,926 to $105,131 from $98,205 at
December 31, 2002. This increase is attributable to our increased sales level.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| 
| |  | During the nine months ended September 30, 2003, inventory increased by 19% to $270,304 compared with $226,688 at December
31, 2002. The increase is necessary to meet increased sales level demands.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| 
| |  | 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 November 7, 2003, we have cash of approximately $293,000 and during November and December, 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.                                                                                                                                                                                 
| 
| |  | 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) as
of the end of the period covered by 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.

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##### Table of Contents






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) |  | No 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
September 30, 2003.
|
| | (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. By the end of the third quarter the company had
successfully negotiated the renewal/extension or conversion of $720,000
(principal plus accrued interest thereon) of this amount and the company is in
the process of documenting extension/renewal terms with one final holder.

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Item 5. Other Information

During the third quarter 2003 we signed a supply contract with the American Red
Cross, wherein they contracted for the following products: Viraguard® Hospital
Hard Surface Disinfectant Cleaner and Instrument Presoak, Viraguard® Antiseptic
Hand Spray, Viraguard® Hospital Surface Disinfectant Towelettes and Viraguard®
Antiseptic Hand Wipes. Our patented Disinfectants and Wipes may be used by the
Red Cross to meet regulatory requirements concerning the type of hard surface
disinfectants used in Red Cross Biomedical Services facilities across America.
Deliveries to the Red Cross are expected to commence in the fourth quarter
2003.

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. |  | Exhibits
| | -- |  | --------
|

| | (e) |  | Exhibit 31.1  Rule 13a-14(a)/15d-14(a)
Certification, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.            
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------
|
| | (f) |  | Exhibit 31.2  Rule 13a-14(a)/15d-14(a)
Certification, Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.            
|
| | (g) |  | Exhibit 32.1  Certification Pursuant to 18
U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
| | (h) |  | Exhibit 32.2  Certification Pursuant 18 U.S.C.
Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   
|

| | B. |  | Report on Form 8-K                                                                  
| | -- |  | ------------------------------------------------------------------------------------
|
| |    |  | No reports on Form 8-K were filed during the quarter for which this
report is filed.

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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 November 14, 2003 |  | By                   |  | /s/ Sheldon C. Fenton          
|                       |  |                      |  |                                
|                       |  |                      |  | Sheldon C. Fenton              
|                       |  |                      |  | Chief Executive Officer        
|                       |  |                      |  |                                
|Date November 14, 2003 |  | By                   |  | /s/ Rene A. Gareau             
|                       |  |                      |  |                                
|                       |  |                      |  | Rene A. Gareau                 
|                       |  |                      |  | Exec.Vice President & Secretary

22