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UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended March 31, 2008
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 Commission file number 000-25555
 Veridien Corporation
 (Exact name of registrant as specified in its charter)
 Delaware
    
    59-3020382(State or Other Jurisdiction of Incorporation or Organization)
    
    (IRS Employer Identification No.)7600 Bryan Dairy Road, Suite F, Largo, Florida
    
    33777-1433(Address of principal executive offices)
    
    (Zip Code)
 (Registrants telephone number, including area code)
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  o þ




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##### 



TABLE OF CONTENTS
 PagesPART I FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Notes to Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis
    
    
    10Item 4. Controls and Procedures
    
    
    16PART II OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    17Item 5. Other Information
    
    
    18Item 6. Exhibits and Report on Form 8-K
    
    
    19EX-31.1 SECTION 302 CERTIFICATION OF THE CEOEX-31.2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 906 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THR CFO
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PART 1FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 Veridien Corporation
and Subsidiaries
 
 March 31, 2008
    
    
    December 31, 2007AssetsCurrent assets:Cash
    
    $
    102,749
    
    
    $
    75,389Marketable
securities - trading
    
    
    36,365
    
    
    
    20,591Accounts receivable, net of allowance
of $71,308 and $53,893
    
    
    515,168
    
    
    
    607,449Inventory
    
    
    642,259
    
    
    
    572,689Prepaid expenses and other current assets
    
    
    48,600
    
    
    
    66,456Total current assets
    
    
    1,345,141
    
    
    
    1,342,574Property and equipment, net of accumulated
depreciation of $436,863 and $434,999
    
    
    30,662
    
    
    
    32,432Other assets:Patents, net of accumulated amortization of
$522,686 and $521,408, respectively
    
    
    653,051
    
    
    
    614,604Goodwill
    
    
    1,151,751
    
    
    
    1,151,751Security deposits
    
    
    5,695
    
    
    
    5,695Total Assets:
    
    $
    3,186,300
    
    
    $
    3,147,056
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Veridien Corporation
and Subsidiaries
 March 31, 2008
    
    
    December 31, 2007Liabilities and Shareholders EquityCurrent liabilities:Note payable
    
    $
    26,449
    
    
    $
    46,286Notes payable  related party
    
    
    234,102
    
    
    
    234,102Current portion of convertible debentures, net of debt
Discount of $2,651 and $3,535 at March 31, 2008, and
December 31, 2007
    
    
    456,349
    
    
    
    205,465Current portion of convertible debentures  related party
    
    
    275,000
    
    
    
    275,000Accounts payable
    
    
    972,312
    
    
    
    739,129Accounts payable  related party
    
    
    607,140
    
    
    
    638,526Accrued liabilities
    
    
    148,423
    
    
    
    191,759Accrued liabilities  related party
    
    
    193,173
    
    
    
    166,528Total current liabilities:
    
    
    2,912,948
    
    
    
    2,496,795Long term liabilities:Convertible debentures
    
    
    -0-
    
    
    
    50,000Total liabilities:
    
    
    2,912,948
    
    
    
    2,546,795Minority interest
    
    
    39,388
    
    
    
    90,049Shareholders equity:Preferred Stock - 23,200,000 undesignated, $.001 par value
at March 31, 2008 and December 31, 2007Series 2006-A preferred stock, $.001 par value, 300,000
authorized, and 200,607 issued and outstanding at March
31, 2008 and December 31, 2007
    
    
    201
    
    
    
    201Series 2006-B preferred stock, $.001 par value, 1,200,000
authorized, and 1,008,955 issued and outstanding at
March 31, 2008 and December 31, 2007
    
    
    1,009
    
    
    
    1,009Series 2006-C preferred stock, $.001 par value, 300,000
authorized, and 0 issued and outstanding at March 31, 2008 and December 31, 2007
    
    
    -0-
    
    
    
    -0-Common stock  $.001 par value; 800,000,000 shares
authorized, 263,164,413 and 262,549,196 issued and
outstanding at March 31, 2008 and December 31, 2007
    
    
    263,164
    
    
    
    262,549Additional paid-in capital
    
    
    43,028,177
    
    
    
    43,005,938Cumulative foreign exchange adjustment
    
    
    (158
    )
    
    
    (17,421
    )Accumulated deficit
    
    
    (42,742,064
    )
    
    
    (40,571,437
    )Current period profit (loss)
    
    
    (316,365
    )
    
    
    (2,170,627
    )Total shareholders equity:
    
    
    233,964
    
    
    
    510,212Total Liabilities and Shareholders Equity:
    
    $
    3,186,300
    
    
    $
    3,147,056
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Veridien Corporation
and Subsidiaries
 Consolidated Statements of Operations
(Unaudited)
 For the three months ended,March 31, 2008
    
    
    March 31, 2007Revenue
    
    $
    623,406
    
    
    $
    587,468Operating costs and expenses:Cost of revenue
    
    
    475,977
    
    
    
    418,264General, selling, and administrative
    
    
    397,749
    
    
    
    301,341Research and development
    
    
    131,737
    
    
    
    151,1991,005,463
    
    
    
    870,804Other income (expense):Interest expense
    
    
    (26,308
    )
    
    
    (21,396
    )Realized
gain on sale of Mycosol warrants
    
    
    25,000
    
    
    
    -0-Unrealized gain on marketable securities
    
    
    15,774
    
    
    
    568Interest income and dividend income
    
    
    565
    
    
    
    3,34815,031
    
    
    
    (17,480
    )Net loss before minority interest
    
    
    (367,026
    )
    
    
    (300,816
    )Minority interest in Mycosol loss
    
    
    50,661
    
    
    
    56,882Net loss
    
    $
    (316,365
    )
    
    $
    (243,934
    )Deemed dividend on preferred stock
    
    $
    (-0-
    )
    
    $
    (38,750
    )Net loss attributable to common
shareholders
    
    $
    (316,365
    )
    
    $
    (282,684
    )Net loss attributable to common
shareholders per common share  basic and
diluted
    
    $
    (0.00
    )
    
    $
    (0.00
    )Weighted average shares outstanding
    
    
    262,854,268
    
    
    
    256,446,291
 .
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Veridien Corporation
and Subsidiaries
 For the three months ended,March 31, 2008
    
    
    March 31, 2007Cash flows from operating activities:Net loss
    
    $
    (316,365
    )
    
    $
    (243,934
    )Adjustments to reconcile net loss to net cash
used in operating activities:Depreciation and amortization
    
    
    3,142
    
    
    
    3,606Non-cash expense of fair market value of warrants
    
    
    10,354
    
    
    
    -0-Amortization of debt discount associated with BCF
    
    
    884
    
    
    
    884Realized gain on sale of Mycosol warrants
    
    
    (25,000
    )
    
    
    -0-Unrealized gain on marketable securities
    
    
    (15,774
    )
    
    
    (568
    )Stock issuances for services
    
    
    12,500
    
    
    
    7,965Minority interest
    
    
    (50,661
    )
    
    
    (56,882
    )Changes inAccounts receivable
    
    
    92,281
    
    
    
    83,805Inventory
    
    
    (69,570
    )
    
    
    3,537Prepaid expenses and other current assets
    
    
    17,856
    
    
    
    24,438Accounts payable  third party
    
    
    233,183
    
    
    
    (75,616
    )Accounts payable  related party
    
    
    (31,386
    )
    
    
    52,148Accrued expenses  third party
    
    
    (43,336
    )
    
    
    (49,524
    )Accrued expenses  related party
    
    
    26,645
    
    
    
    4,289Net cash used in operating activities:
    
    
    (155,247
    )
    
    
    (245,852
    )Cash flow from investing activities:Purchase of property and equipment
    
    
    (94
    )
    
    
    (2,668
    )Increase in patents
    
    
    (39,725
    )
    
    
    (8,326
    )Proceeds from sale of Mycosol warrants
    
    
    25,000
    
    
    
    -0-Net cash used in investing activities:
    
    
    (14,819
    )
    
    
    (10,994
    )Cash flow from financing activities:Proceeds from convertible debentures
    
    
    200,000
    
    
    
    -0-Proceeds from preferred stock issuances
    
    
    -0-
    
    
    
    250,000Payments on notes payable  third party
    
    
    (19,837
    )
    
    
    (25,371
    )Net cash provided by financing activities:
    
    
    180,163
    
    
    
    224,629Net effect of exchange rates on cash
    
    
    17,263
    
    
    
    (686
    )Net increase/(decrease) in cash and equivalents
    
    
    27,360
    
    
    
    (32,903
    )Cash at beginning of quarter
    
    
    75,389
    
    
    
    185,656Cash at end of quarter
    
    $
    102,749
    
    
    $
    152,753Non-cash investing and financing activities:Conversion of debt to convertible debenture
    
    $
    -0-
    
    
    $
    125,000Conversion of preferred stock to common stock
    
    $
    -0-
    
    
    $
    152,388Conversion of debt to preferred stock
    
    $
    -0-
    
    
    $
    20,000
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Veridien Corporation
and
Subsidiaries
 
 Notes to the Unaudited Interim Consolidated Financial Statements at March 31, 2008
  Note A  Stock-Based Compensation
  (i)
    
    443,748 shares of common stock valued at the market price at
the date of grant, or $9,000, to a consultant for services rendered.
Pursuant to our agreement with the consultant, they will continue to receive $1,000 of
Veridien stock every month during 2008.(ii)
    
    171,739 shares of common stock valued at the market price at
the date of grant, or $3,500, to an employee and a consultant for services
rendered.
  (i)
    
    197,818 shares of common stock valued at the market price at
the date of grant, or $7,965, to three employees and a consultant for
services rendered
  (i)
    
    300,000 to a consultant (exercise price $0.06 / expiry
December 31, 2011 / vesting immediately), the fair value
of which was $1,503, $273 of which was expensed during the quarter;(ii)
    
    1,000,000 to a consultant (exercise price $0.05 / expiry
December 31, 2010 / vesting at 12/31/08), the fair
value of which was $5,317, $1,329 of which was expensed during the quarter;(iii)
    
    1,000,000 to a consultant (exercise price $0.08 / expiry
December 31, 2011 / vesting at 12/31/09), the fair
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Note A  Stock-Based Compensation  Continued
 value of which was $4,784, $598 of which was expensed during
the quarter.
  (a)
    
    To the consultant in (i) above, 350,000 if sales procured by them during 2008 exceed
$500,000, 350,000 if sales procured by them during 2008 exceed $1 million;(b)
    
    To the consultant in (ii) above, 400,000 if 2008 Revenue exceeds $4.6 million;(c)
    
    To the consultant in (iii) above, 200,000 if 2009 Revenue exceeds $6 million;(d)
    
    To another consultant, maximum 1,000,000 per year to a consultant for 3 years
 
    
    Year 1  175,000 warrants for every $1 million in 2008 sales over 2007 sales
level (exercise price $0.08 / vest February 15, 2009 / expiry February 15, 2011);
    
    Year 2  175,000 warrants for every $1 million in 2009 sales over 2008 sales
level (exercise price $0.10 / vest February 15, 2010 / expiry February 15, 2012);
    
    Year 3  175,000 warrants for every $1 million in 2010 sales over 2009 sales
level (exercise price $0.10 / vest February 15, 2011 / expiry
February 15, 2013).
    Note
B  Consolidation of Mycosol
  Consolidation of Variable Interest Entities,
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Note B  Consolidation of Mycosol  Continued
  Note C  Marketable Securities  Trading
  Note D  Inventory
  Note
E  Convertible Debentures
   Note F
 Santius LifeSciences, Inc.
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Item 2. Managements Discussion and Analysis
 First Quarter  March 31, 2008 Compared with March 31, 2007
  Overview
   Ò
 Ò
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Result of Operations
 First Quarter ended March 31, 2008 vs. First Quarter ended March 31, 2007
 First Quarter
    
    
    Percentage ofMarch 31
    
    
    Gross Revenue2008
    
    2007
    
    2008
    
    2007Revenue
    
    $
    623,406
    
    
    $
    587,468
    
    
    
    100
    %
    
    
    100
    %Cost of Revenue
    
    
    475,977
    
    
    
    418,264
    
    
    
    76
    %
    
    
    71
    %Gross Profit
    
    
    147,429
    
    
    
    169,204
    
    
    
    24
    %
    
    
    29
    %Operating Expenses:General, Selling & Administrative
    
    
    397,749
    
    
    
    301,341
    
    
    
    64
    %
    
    
    51
    %Research & Development
    
    
    131,737
    
    
    
    151,199
    
    
    
    21
    %
    
    
    26
    %Other Income (Expense) Net
    
    
    15,031
    
    
    
    (17,480
    )
    
    
    2
    %
    
    
    (3
    )%Net loss before minority interest
    
    
    (367,026
    )
    
    
    (300,816
    )
    
    
    (59
    )%
    
    
    (51
    )%Minority interest in Mycosol loss
    
    
    50,661
    
    
    
    56,882
    
    
    
    8
    %
    
    
    10
    %Net loss
    
    $
    (316,365
    )
    
    $
    (243,934
    )
    
    
    (51
    )%
    
    
    (42
    )%Deemed dividend on preferred stock
    
    $
    (-0-
    )
    
    $
    (38,750
    )
    
    
    (0
    )%
    
    
    (7
    )%Net loss attributable to common
shareholders
    
    $
    (316,365
    )
    
    $
    (282,684
    )
    
    
    (51
    )%
    
    
    (48
    )%
  
    
    Gross revenue from product sales increased for first quarter 2008 by $35,938 or 6% to
$623,406 compared with $587,468 in first quarter 2007. The increase in sales can be
attributed to growing sales to a large multinational customer and ongoing efforts in the
medical and dental markets. Our goal is to continue to expand our product lines and we
anticipate new products, which are scheduled with various releases this year. This should
generate new revenue in 2008 and in future years. In addition, we have launched in March 2008
a national sales drive for medical markets across the United States, encompassing 21 new sales
representatives.
 
    
    During first quarter 2008, the Company recorded an unrealized gain in the amount of $15,774
compared to an unrealized gain in the amount of $568 in the same period for 2007. This
resulted from an increase in the fair market value of 431,404 Standard Holdings Group LTD
(SNDH) common shares valued at $.08 at March 31, 2008
compared to $.04 at December 31, 2007, partially offset by a decrease in the value of 370,495 Healthnostics, Inc. (HNSO) common shares valued at
$.005 at March 31, 2008 compared to $.009 at December 31, 2007.
 
    
    Interest income for first quarter 2008 decreased by $2,783 or 83% to $565 compared with
$3,348 in first quarter 2007. The decrease in interest income is attributed to a lower cash
balance earning interest at lower interest rates at the bank over the same period in the prior
year.
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
    
    During the first quarter 2008 the Company sold 12,500 Mycosol common share warrants for
cash proceeds of $25,000 and realized a gain of $25,000 on the sale.
  
    
    The cost of goods sold from products sales for first quarter 2008 increased by $57,713
or 14% to $475,977 compared with $418,264 in first quarter 2007. This can be attributed
to an increase in product sales of 6% for the same period. The cost of goods ratio as a
percentage of product sales was 76% in first quarter 2008 compared to 71% in first quarter
2007. The increase in ratio of the cost of goods from product sales as a percentage of
sales resulted primarily from sale of a product mix with decreased margins. Although the
costs of isopropyl alcohol and freight surcharges being levied due to the increasing costs
of oil has decreased margins, the Company continues to work toward decreasing the cost of
goods ratio as a percentage by improving the product mix with higher margins by sourcing
new manufacturers and adding new higher margin products.
    
    General, selling, and administrative expenses for first quarter 2008 increased by
$96,408 or 32% to $397,749 compared with $301,341 in first quarter 2007.Increases that affected general and administrative expenses were associated with:
 (1)
    
    professional public company, legal, consulting and accounting fees for first
quarter 2008 that increased by 16% to $63,026 compared with $54,190 in first quarter
2007;(2)
    
    rent expense for first quarter 2008 that increased by 2% to $27,882 compared
with $27,240 in first quarter 2007;(3)
    
    professional management compensation expenses for the first quarter 2008 that
increased by 100% to $43,750 compared with $-0- in first quarter 2007. This increase is
attributable to a compensation package for Sheldon Fenton which was implemented in
second quarter 2007;(4)
    
    equity based compensation expenses for the first quarter 2008 that increased by
100% to $10,354 compared with $-0- in first quarter 2007. These expenses are non-cash
and are the fair market value of the warrants issued as calculated using the
Black-Scholes model. These expenses are attributable to the summation of (i) $3,953
for options issued to third party consultants; (ii) $18,768 for options issued under
compensation packages for Sheldon Fenton and Kenneth Cancellara; and (iii) $(12,367)
for the cancellation of non-vested warrants from a management company.
 Decreases during the same period were associated with:
 (1)
    
    insurance fees for first quarter 2008 that decreased by 9% to $21,283 compared
with $23,298 in first quarter 2007;(2)
    
    sales and marketing expenses for first quarter 2008 that decreased by 33% to
$116,488 compared with $173,459 in first quarter 2007.
 
    
    Research and development expenses for first quarter 2008 decreased
by $19,462 or 13% to $131,737 compared with $151,199 in first quarter 2007.  Veridien
Corporation had a decrease of $2,867 or 12% to $20,766 compared with $23,633 in first
quarter 2007.  Also, as of March 31, 2008 Santius LifeSciences is no longer classified
as a variable interest entity (VIE) of Veridien Corporation and is not consolidated in
Veridiens statements.  At March 31, 2008, Veridien recorded an adjustment to
credit the Santius LifeSciences VIE balance sheet accounts which resulted in a
credit of $36,772 recorded in research and development expenses.  Mycosol, Inc
research and development expenses increased by $20,177 or 16% to $147,743
compared with $127,566 in first quarter 2007.  Mycosol expenses increased
with respect to their development of their one issued patent and nine patents pending. The
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Company continues to research and focus on broadening the range of claims they can assert on
existing products and on testing new products for commercialization.
 
    
    Interest expense for first quarter 2008 increased by $4,912 or 23% to $26,308 compared
with $21,396 in first quarter 2008. The increase in interest expense was due primarily to
an increase in funding activities for 2007 and first quarter 2008.
    
    Net losses increased to a net loss before minority interest in Mycosol to $367,026 for
first quarter 2008 from a net loss of $300,816 for first quarter 2007. Net losses
increased to a net loss after minority interest in Mycosol to $316,365 for first quarter
2008 from a net loss of $243,934 for first quarter 2007. Net loss attributable to common
shareholders as March 31, 2007 was $282,684 due to a deemed dividend of $38,750 on
preferred shares issued and preferred shares converted during 2007. There were no deemed
dividends recorded in the first quarter of 2008.
   
    
    During the three months ended March 31, 2008 71,739 common shares were issued to an
employee under the terms of their employment contract. The average effective price per
share was $0.021.
    
    During the three months ended March 31, 2008 100,000 common shares were earned by the
Chairman of the Board under the terms of his consulting agreement with the company. The
effective price per share was $0.02.
    
    During the three months ended March 31, 2008 443,478 common shares were issued to a
consultant under the terms of their consulting agreement. The average effective price per
share was $0.02.
    
    During the first quarter we issued a convertible debenture
for cash proceeds of $200,000.
This debenture carries an interest rate of 8%, has a 1-year term and has a conversion rate
of $0.0215.
    
    During the first quarter 2008 the following warrants for the purchase of common stock
were issued:
 
 (i)
    
    300,000 to a consultant (exercise price $0.06 / expiry December 31,
2011 / vesting immediately),; the fair value of which was $1,503, $273 of which
was expensed during the quarter;(ii)
    
    1,000,000 to a consultant (exercise price $0.05 / expiry December
31, 2010 / vesting at 12/31/08), the fair value of which was $5,317, $1,329 of
which was expensed during the quarter;(iii)
    
    1,000,000 to a consultant (exercise price $0.08 / expiry December
31, 2011 / vesting at 12/31/09), the fair value of which was $4,784, $598 of
which was expensed during the quarter;
 
    
    In addition to the above warrants issued, Veridien also agreed to issue warrants if the
following counterparty performance conditions are met:
 (a)
    
    To the consultant in (i) above, 350,000 if sales procured by them
during 2008 exceed $500,000, 350,000 if sales procured by them during 2008 exceed
$1 million;(b)
    
    To the consultant in (ii) above, 400,000 if 2008 Revenue exceeds $4.6
million;(c)
    
    To the consultant in (iii) above, 200,000 if 2009 Revenue exceeds $6
million;(d)
    
    To another consultant, maximum 1,000,000 per year to a consultant for
3 years
 
    
    Year 1  175,000 warrants for every $1 million in 2008 sales over 2007 sales
level (exercise price $0.08 / vest February 15, 2009 / expiry February 15,
2011);
    
    Year 2  175,000 warrants for every $1 million in 2009 sales over 2008 sales
level (exercise price $0.10 / vest February 15, 2010 / expiry February 15,
2012);
    
    Year 3  175,000 warrants for every $1 million in 2010 sales over 2009 sales
level (exercise price $0.10 / vest February 15, 2011 / expiry February 15, 2013)
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
    
    During the three months ended March 31, 2008, accounts receivable decreased by $92,281
to $515,168 from $607,449 at December 31, 2007.
    
    During the three months ended March 31, 2008, inventory increased by $69,570 to $642,259
compared with $572,689 at December 31, 2007.
    
    We plan to utilize our current debt financing arrangements and pursue additional equity
and debt financing while managing cash flow in an effort to provide funds to increase
revenues to support operation, research and development activities. We believe that our
long-term success depends on revenues from operations from product sales and ongoing
royalties from technologies. If such sources of funds are not adequate, we may seek to
obtain financing to meet operating and research expenses from other sources including, but
not limited to, future equity or debt financings.
    
    As of May 7, 2008, we have cash of approximately $395,856 and during May and June, we
expect cash flow of $300,000 from operating activities, private placements and possible
sale of marketable securities. This level of liquidity should be sufficient to operate the
Company for more than 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 and to cover new product development
costs for Veridien. We also anticipate increasing our investment/ownership in Mycosol,
Inc.
    
    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
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customers. Such events could have material adverse effect on
Veridiens ability 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.
 Critical Accounting Estimates
        
 Item 4. Controls and Procedures
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PART II
 OTHER INFORMATION
 
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (a)
    
    The following issuances of equity securities (including debt securities immediately
convertible into equity) without registration under the Securities Act of 1933 occurred
during the Quarter ended March 31, 2008:Common StockAt March 31, 2008, the Chairman of the Board was entitled to the issuance of 100,000 common
shares under the terms of his consulting agreement with the company. These shares were
accounted for in the first quarter but have not yet been issued. This issuance is considered
exempt from registration by reason of Section 4(2) of the Securities Act.At March 31, 2008 an employee was entitled to the issuance of 71,739 common shares as part
of his compensation package. These shares were accounted for in the first quarter but have
not yet been issued. This issuance is considered exempt from registration by reason of
Section 4(2) of the Securities Act.Convertible SecuritiesOn March 4, 2008 we issued a convertible debenture for cash proceeds of $200,000. This
debenture was issued to a third party, unrelated, accredited investor. This debenture
carries an interest rate of 8% and has a term of 1 year. This instrument is immediately
convertible into common shares, at the option of the holder, at the conversion rate of
$0.0215. This issuance was considered exempt from registration by reason of Section 4(2) of
the Securities Act.
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##### Table of Contents



Options and WarrantsDuring the first quarter the following warrants for the purchase of Common Stock were issued
to consultants providing sales consulting services to the company:
 (i)
    
    1,000,000 to a consultant (exercise price $0.06 / expiry December 31,
2011 / vesting of 300,000 immediately, vesting of 350,000 if sales procured by them
during 2008 exceed $500,000, vesting of 350,000 if sales procured by them during
2008 exceed $1 million);(ii)
    
    1,400,000 to a consultant (exercise price $0.05 / expiry December 31,
2010 / vesting of 1 million if consultant at 12/31/08, 400,000 if 2008 Revenue
exceeds $4.6 million);(iii)
    
    1,200,000 to a consultant (exercise price $0.08 / expiry December 31,
2011 / vesting of 1 million if consultant at 12/31/09, 200,000 if 2009 Revenue
exceeds $6 million);(iv)
    
    maximum 1,000,000 per year to a consultant for 3 years
 
    
    Year 1  175,000 warrants for every $1 million in 2008 sales over 2007
sales level (exercise price $0.08 / vest February 15, 2009 / expiry
February 15, 2011);
    
    Year 2  175,000 warrants for every $1 million in 2009 sales over 2008
sales level (exercise price $0.10 / vest February 15, 2010 / expiry
February 15, 2012);
    
    Year 3  175,000 warrants for every $1 million in 2010 sales over 2009
sales level (exercise price $0.10 / vest February 15, 2011 / expiry
February 15, 2013)
 These issuances were considered exempt from registration by reason of Section 4(2) of the
Securities Act.
 (b)
    
    Not applicable.(c)
    
    During the quarter ended March 31, 2008 the Company did not repurchase any of its
equity securities.
 
 Item 5. Other Information
 Not applicable.
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##### Table of Contents



Item 6. Exhibits and Report on Form 8-K
 A.
    
    Exhibits
 (a)
    
    Exhibit 31.1  Rule 13a-14(a)/15d-14(a) Certification,
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(b)
    
    Exhibit 31.2  Rule 13a-14(a)/15d-14(a) Certification,
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(c)
    
    Exhibit 32.1  Certification Pursuant to 18 U.S.C. Section
1350, as AdoptedPursuant to Section 906 of the Sarbanes-Oxley Act of 2002(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
 B.
    
    Report on Form 8-K
 During the first quarter of 2008 there were no reports on Form 8-K issued by the
Company.
 SIGNATURES
  Veridien Corporation

(Registrant)Date:   May 15, 2008
    By
    /s/ Sheldon C. FentonSheldon C. FentonChief Executive OfficerDate:   May 15, 2008
    By
    /s/ Russell Van ZandtRussell Van ZandtChief Financial Officer & Chairman 19