SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                   FORM 10-QSB
                              ---------------------


                QUARTERLY REPORT PURSUANT TO SECTION 10 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                 For the fiscal quarter ended September 30, 2003






                              VERIDIUM CORPORATION
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


Delaware                              000-050469                    59-3764931
--------------------------------------------------------------------------------
(State of other jurisdiction of    (Commission file number)      (IRS Employer
incorporation or organization)                               Identification No.)


1 JASPER STREET, PATERSON, NEW JERSEY                                 07522

--------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)


                                 (973) 942-7700
--------------------------------------------------------------------------------
               (Registrant's telephone number including area code)



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the  Securities  and  Exchange Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No __.

The number of  outstanding  shares of common stock as of September  30, 2003 was
21,665,476.  Based on the average closing bid and ask price of the  Registrant's
common  stock,   the  aggregate  market  value  of  the  voting  stock  held  by
non-affiliates of the Registrant as of September 30, 2003 was $12,132,667.

Transitional Small Business Disclosure Format:  Yes         No  X .
                                                    -----      ---




<PAGE>






                      VERIDIUM CORPORATION AND SUBSIDIARIES

        Quarterly Report for the Fiscal Quarter Ended September 30, 2003

                                      INDEX



PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS (Unaudited)

 Consolidated Balance Sheets, September 30, 2003 and December 31, 2002........3

 Consolidated Statements of Operations
  For the Three and Nine Months Ended September 30, 2003 and 2002.............4

 Consolidated Statements of Cash Flows
  For the Nine Months Ended September 30, 2003 and 2002.......................5

 Notes to Consolidated Financial Statements...................................6

Item 2.  Managements' Discussion and Analysis of Financial Condition
  and Results of Operations..................................................13

Item 3.  Controls and Procedures.............................................16



PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...................................................16

Item 2.  Changes in Securities and Use of Proceeds...........................16

Item 3.  Defaults Upon Senior Securities.....................................16

Item 4.  Submission of Matters to a Vote of Security Holders.................16

Item 5.  Other Information...................................................16

Item 6.  Exhibits and Reports on Form 8-K....................................17



SIGNATURES...................................................................18




<PAGE>

<TABLE>




                      VERIDIUM CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
<CAPTION>

                                                                September 30,    December 31,
                                                                    2003           2002
                                                                    ----           ----
ASSETS:
Current Assets:
<S>                                                            <C>             <C>
   Cash ....................................................   $     27,046    $        721
   Accounts Receivable, Net ................................      3,049,401         346,850
   Other Receivables .......................................          9,454          78,868
   Inventories .............................................          6,783           7,886
Prepaid Expenses ...........................................        159,786         119,388
                                                               ------------    ------------
       Total Current Assets ................................      3,252,470         553,713

Property and Equipment, Net ................................      3,607,619       2,058,525
Idle Equipment .............................................      1,890,000            --
Other Assets:
   Deposits ................................................        309,532         162,357
   Patents, Net ............................................     10,193,887       5,183,261
   Deferred Financing Costs, Net ...........................        343,252         116,226
   Permits, Net ............................................        294,274          53,776
   Goodwill ................................................      6,509,762            --
                                                               ------------    ------------
       Total Other Assets ..................................     17,650,707       5,515,620
                                                               ------------    ------------

            TOTAL ASSETS ...................................   $ 26,400,796    $  8,127,858
                                                               ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY:

Current Liabilities:
   Short Term Borrowings ...................................   $  1,573,686    $     75,000
   Accounts Payable ........................................      2,972,234         695,280
   Accrued Expenses ........................................      1,838,312       1,322,890
   Officers' Loans Payable .................................        447,263           8,888
   Current Maturities of Long-Term Debt ....................      3,421,057         485,000
   Current Portion of Obligations Under Capital Lease ......        258,526         151,577
                                                               ------------    ------------
       Total Current Liabilities ...........................     10,511,078       2,738,635

Long-Term Debt, Net of Current Maturities ..................      2,086,553       1,410,000
Obligations Under Capital Lease, Net of Current Maturities .        377,422         175,630
Deferred Taxes .............................................         36,160            --
Commitments and Contingencies ..............................           --              --
Convertible Debt ...........................................        850,000         100,000
                                                               ------------    ------------
Total Liabilities: .........................................     13,861,213       4,424,265
Mezzanine Common Stock .....................................        560,000            --
Stockholders' Equity:
   Common Stock, $0.001 par value, 50,000,000 shares
   Authorized, 21,670,476 and 9,139,354 shares issued and
   21,665,476 and 9,134,354 shares outstanding, respectively         21,670           9,139
   Additional Paid-in Capital ..............................     25,947,529      16,458,955
   Accumulated Deficit .....................................    (13,976,788)    (12,751,673)
                                                               ------------    ------------
       Subtotal ............................................     11,992,411       3,716,421
   Treasury Stock of 5,000 Shares at Cost ..................        (12,828)        (12,828)
                                                               ------------    ------------

       Total Stockholders' Equity ..........................     11,979,583       3,703,593
                                                               ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY .................   $ 26,400,796    $  8,127,858
                                                               ============    ============

The accompanying Notes are an integral part of these Consolidated
Financial Statements.
</TABLE>


<PAGE>
<TABLE>



                      VERIDIUM CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                   (Unaudited)
<CAPTION>
                                                       For the                         For the
                                                 Three Months Ended               Nine Months Ended
                                                    September 30,                   September 30,
                                                              Restated                       Restated
                                                2003            2002            2003             2002
                                                ----            ----            ----             ----

<S>                                          <C>              <C>            <C>             <C>
Revenues: ..............................     $4,098,615       $   1,281      $8,103,703      $3,034,423
   Cost of Revenues ....................      3,265,543         811,261       6,332,959       2,334,459
                                             ----------       ----------     ----------      ----------
     Gross Profit ......................        833,072         470,192       1,770,744         699,964

Operating Expenses:

   General and Administrative ..........        472,027         389,618       1,546,925       1,157,830
   Selling and Research and Development         292,595          42,884         891,314         160,706
                                             ----------       ----------     ----------      ----------
Total Operating Expenses ...............        764,622         432,502       2,438,239       1,318,536
                                             ----------       ----------     ----------      ----------
Operating Profit/(Loss) ................         68,450          37,690        (667,495)       (618,572)

Other Income (Expense):
   Write-off of Deferred Financing Costs       (106,873)           --          (167,477)           --
   Gain on Sale of Fixed Assets ........           --              --            14,000            --
   Conversion Benefit ..................        208,344            --              --              --
   Settlement of Debt ..................         78,402          30,000          78,402          30,000
   Interest Expense ....................       (281,425)        (56,088)       (479,075)       (111,875)
                                              ----------       ----------     ----------      ----------
     Total Other Income (Expense), Net .       (101,552)        (26,088)       (554,150)        (81,875)
                                              ----------       ----------     ----------      ----------
Income /(Loss) Before Provision
  for Income Taxes .....................        (33,102)         11,602      (1,221,645)       (700,447)

Provision for Income Taxes .............         (1,170)           (100)         (3,470)         (1,954)
                                              ----------       ----------     ----------      ----------
Net Income/(Loss) ......................     $  (34,272)      $  11,502     $(1,225,115)     $ (702,401)
                                             ===========      =========     ===========      ==========
Baasic and Diluted Net
Income/(Loss) Per Common Share .........     $    (.00)       $     .00     $      (.09)     $     (.13)
                                             ===========      =========     ===========      ==========

Weighted Average Number of Shares of
Common Stock Outstanding ...............     16,844,885       5,618,789      12,966,831       5,618,789
                                             ==========       =========      ==========       =========




The accompanying Notes are an integral part of these Consolidated
Financial Statements.

</TABLE>


<PAGE>

<TABLE>


                      VERIDIUM CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)
<CAPTION>

                                                                   For the Nine Months Ended
                                                                         September 30,
                                                                     2003             2002
                                                                   ----               ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                <C>            <C>
   Net Loss ....................................................   $(1,225,115)   $  (702,401)
Adjustment to Reconcile Net Loss to Net Cash
   Used in Operating Activities:
     Depreciation and Amortization .............................       475,860        292,708
     Equity Issued in Exchange for Services Rendered ...........       152,397         22,959
Provision for Doubtful Accounts ................................        65,570         (6,896)
   Changes in:
     Accounts Receivable .......................................      (537,870)       126,637
Other Receivables ..............................................        69,414        (17,069)
     Inventories ...............................................         1,103         (8,505)
     Prepaid Expenses ..........................................       (56,756)        26,583
     Accounts Payable ..........................................       581,958         43,875
Accrued Expenses ...............................................       329,787         27,180
     Increase in Deferred Taxes ................................        17,675           --
                                                                   -----------    -----------
       Net Cash Used in Operating Activities ...................      (125,977)      (194,929)
                                                                   -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES

   Cash Used in Acquisitions of Subsidiary, Net of Cash Acquired      (259,172)          --
Increase in Deposits ...........................................       (27,588)       (42,211)
   Purchase of Property and Equipment ..........................      (458,653)      (208,859)
                                                                   -----------    -----------
       Net Cash Used in Investing Activities ...................      (745,413)      (251,070)
                                                                   -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from (Payment of) Short Term Borrowings ............      (325,606)        75,000
   Proceeds from Stock Options Exercised and Sale of Stock .....       101,597         15,750
   Proceeds from Officers' Loans Payable .......................       311,187        518,354
   Repayment of Officers' Loans Payable ........................      (139,312)          --
   Repayment of Long Term Debt .................................       (59,744)          --
   Repayment of Obligations Under Capital Lease ................      (117,945)       (52,741)
   Repayment of Short-term Debt ................................       (70,000)          --
   Proceeds from Short-term Debt ...............................       760,800           --
   Proceeds from Obligations Under Capital Leases ..............        27,630           --
   Proceeds from Long-term Debt ................................       495,000           --
   Decrease in Deferred Financing Costs ........................       (85,892)          --
                                                                   -----------    -----------
       Net Cash Provided by Financing Activities ...............       897,715        556,363
                                                                   -----------    -----------


Net Increase in Cash ...........................................        26,325        110,364

Cash at Beginning of Period ....................................           721         32,460
                                                                   -----------    -----------
Cash at End of Period ..........................................   $    27,046    $   142,824
                                                                   ===========    ===========


The accompanying Notes are an integral part of these Consolidated Financial Statements

</TABLE>

<PAGE>




                      VERIDIUM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
        Quarterly Report for the Fiscal Quarter Ended September 30, 2003


1. THE COMPANY

Veridium Corporation (the "Company") is an environmental  services provider that
uses patented and proprietary  green  technologies to minimize and eliminate the
need for  disposal and reduce the burden on natural  resources by recycling  and
mining industrial  hazardous wastes.  The Company's business model is to develop
the domestic  hazardous waste management market  organically and  acquisitively,
leveraging the operational  efficiencies  made possible by the Company's  unique
green  technologies  to  recycle,  reuse and mine all  reusable  resources  from
industrial hazardous wastes in a safe, compliant and profitable manner.

The Company was formed in 2003 upon the  completion of a series of  acquisitions
and the  consolidation  of the former  Environmental  Services  Division of R.M.
Jones & Co., Inc. ("Jones"), Enviro-Safe, Corp., KBF Pollution Management, Inc.,
American Metals Recovery,  Corp., New World Recycling,  Inc., and Metal Recovery
Transportation,  Corp.,  with and into the Company in a reverse  reincorporation
merger with the  Company's  predecessor,  KBF  Pollution  Management,  Inc. More
information  on the  Company  and its  business  model is  available  online  at
www.veridium.com.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Quarterly Financial Information and Results of Operations

The accompanying  unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
for interim  financial  information and with the  instructions to Form 10-QSB of
Regulation S-B and include the results of Veridium Corporation,  (the "Company")
and its wholly owned subsidiaries. Accordingly, certain information and footnote
disclosures  required  in  financial  statements  prepared  in  accordance  with
accounting  principles  generally  accepted in the United States of America have
been  condensed  or omitted.  In the opinion of the  Company's  management,  the
accompanying unaudited financial statements contain all adjustments  (consisting
only of normal  recurring  adjustments  except as otherwise  disclosed  herein),
which the Company considers necessary for the fair presentation of its financial
position as of  September  30, 2003 and the  results of its  operations  for the
three and nine months ended  September 30, 2003 and 2002, and its cash flows for
the nine months ended September 30, 2003 and 2002.

These  financial  statements  should be read in  conjunction  with the Company's
audited  financial  statements  and  notes  thereto  included  in the  Company's
predecessor's  Form 8KA,  filed in July 2003,  and Annual Report on Form 10-KSBA
for the year ended  December 31, 2002.  Results of operations  for the three and
nine months  ended  September  30, 2003 and cash flows for the nine months ended
September  30, 2003 are not  necessarily  indicative  of the results that may be
expected for the full year.

Basis of Presentation

The accompanying  consolidated  financial  statements and financial  information
were  prepared  assuming  that the Company  will  continue  as a going  concern.
However, the Company has incurred significant operating losses and negative cash
flows from operations in both the current and prior fiscal years,  primarily due
to the spending  associated with the recently  completed  series of acquisitions
and  aggressive  sales  growth.  Also at September  30, 2003,  the Company has a
working capital deficit of $7,258,608. The Company anticipates the conversion of
$2,114,439  of current  liabilities  in the fourth  quarter of 2003,  which will
reduce the working  capital  deficit to  $5,144,169.  See (Note 11).  During the
three months ended September 30, 2003, the Company  executed planned measures to
enhance  liquidity and support  consolidation  expenses with nominal  equity and
term financing in addition to the  refinancing of the Company's  existing credit
facility.  The Company expects to further refinance its existing debt facilities
and to  convert  pre-consolidation  long-term  debt and other  liabilities  into
equity  in  the  fourth  quarter  of  2003.   Management   believes  that  these
initiatives,   in  conjunction  with  improved   operational   results  and  the
anticipated  accretive impact of the Company's recent  acquisitions will resolve
the  Company's  liquidity  and  cash  flow  issues.  However,  there  can  be no
assurances that the Company will be successful in this regard or will be able to
obtain sufficient  liquidity to operate and grow the business.  The accompanying
financial  statements do not contain any adjustments  which may be required as a
result of this uncertainity.



<PAGE>



                      VERIDIUM CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
           Quarterly Report for the Fiscal Quarter Ended September 30,
                                 2003 (Cont'd.)

Goodwill

Goodwill resulted from the acquisition of the Environmental Services Division of
R.M. Jones & Co., Inc., EnviroSafe Corporation and Metal Recovery Transportation
Corp., which were all completed during the second quarter of 2003. In accordance
with Statement of Financial  Accounting  Standards No. 142,  "Goodwill and Other
Intangible  Assets"  (SFAS No.  142),  effective  January 1, 2002,  goodwill and
intangible  assets with indefinite lives are no longer amortized but are subject
to impairment by applying a fair value based test.

In  accordance  with SFAS No. 142,  the Company  reviews the  carrying  value of
goodwill and  intangible  assets with  indefinite  lives  annually or in certain
circumstances.  The Company  measures  impairment  losses by comparing  carrying
value  to fair  value.  Fair  value is  determined  using  the best  information
available, which consists of reviewing prices for similar businesses.

Recent Accounting Pronouncements

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal Activities".  SFAS 146 requires recording costs associated
with exit or disposal  activities at their fair values when a liability has been
incurred.  Under  previous  guidance,  certain  exit  costs  were  accrued  upon
management's  commitment  to an exit plan,  which is generally  before an actual
liability has been incurred. Adoption of SFAS 146 is required with the beginning
of fiscal year 2003.  The adoption of this  statement did not have a significant
impact on the Company's results of operations.

In  November  2002,  the  FASB  issued  FASB  Interpretation,   "FIN",  No.  45,
"Guarantor's  Accounting and Disclosure  Requirements for Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of  Others".  FIN No. 45  addresses  the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements  about its obligations  under certain  guarantees that is has issued.
Under FIN No. 45, recognition and initial measurement  provisions are applicable
on a prospective basis to guarantees issued or modified after December 31, 2002,
irrespective of the guarantor's  fiscal year end. The adoption of FIN No. 45 did
not have a significant impact on the Company's  consolidated  financial position
or results of operations.

In January 2003, the FASB issued FASB Interpretation FIN No. 46,  "Consolidation
of  Variable  Interest  Entities".  FIN No.  46  clarifies  the  application  of
Accounting  Research Bulletin No. 51,  "Consolidated  Financial  Statements," to
certain entities in which equity investors do not have the  characteristics of a
controlling  financial interest or do not have sufficient equity at risk for the
entity to finance  its  activities  without  additional  subordinated  financial
support from other  parties.  FIN 46 applies  immediately  to variable  interest
entities  (VIE's)  created  after  January  31,  2003,  and to VIE's in which an
enterprise  obtains an interest  after that date. It applies in the first fiscal
year or interim  period  ending after  December  15, 2003,  to VIE's in which an
enterprise  holds a variable  interest that it acquired before February 1, 2003.
FIN 46 applies  to public  enterprises  as of the  beginning  of the  applicable
interim or annual  period.  The  adoption  of FIN 46 is not  expected  to have a
material impact on the Company's consolidated financial position,  liquidity, or
results of operations.

In May 2003,  the FASB issued SFAS No. 150,  "Accounting  for Certain  Financial
Instruments  with  Characteristics  of both Liability and Equity".  SFAS No. 150
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial instruments with characteristics of both liability and equity. It also
requires that an issuer classify a financial instrument that is within its scope
as a liability (or an asset in some  circumstances).  Many of those  instruments
were  previously  classified as equity.  SFAS No. 150 is effective for financial
instruments  entered  into or modified  after May 15,  2003,  and  otherwise  is
effective at the beginning of the first interim period  beginning after June 15,
2003,  except for  mandatorily  redeemable  financial  instruments  of nonpublic
entities.  It is to be implemented by reporting a cumulative  effect of a change
in an accounting principal of financial  instruments created before the issuance
date of the Statement and still  existing at the beginning of the interim period
of adoption.  Restatement is not permitted. The adoption of SFAS No. 150 did not
have any impact on the Company's  consolidated  financial position or results of
operations.  The Company has reclassified  certain prior year amounts to conform
to the current year's presentation.



<PAGE>


3. STOCK-BASED COMPENSATION

SFAS No. 123  established  accounting and disclosure  requirements  using a fair
value-based method of accounting for stock-based employee compensation plans. As
allowed by SFAS No.  123,  the  Company  has  elected to  continue  to apply the
intrinsic  value-based method of accounting described above, and has adopted the
disclosure  requirement  of SFAS No. 123. No stock-based  employee  compensation
costs are reflected in the  Company's  net loss,  as all options  granted had an
exercise  price equal to the market  value of the  Company's  underlying  common
stock at the date of grant.  Had the Company  elected to recognize  compensation
cost  based on fair value of the stock  options at the date of grant  under SFAS
123, such costs would have been  recognized  ratably over the vesting  period of
the  underlying  instrument  and the  Company's net loss and net loss per common
share  would have  increased  to the pro forma  amounts  indicated  in the table
below:
<TABLE>
<CAPTION>
                                                         Three Months Ended September 30,
                                                              2003        2002
                                                              ----        ----
<S>                                                        <C>          <C>
Net Income (Loss), as Reported .........................   $ (34,272)   $  11,502

Add: Total Stock-Based Employee Compensation
Expense Determined Under the Fair Value Method .........    (590,331)     (23,744)
                                                           ---------    ---------

Pro Forma Net Loss .....................................   $(624,603)   $ (12,242)
                                                           =========    =========

Basic and Diluted Net Loss per Common Share, as Reported   $    (.00)   $    (.00)
                                                           =========    =========

Pro Forma Basic and Diluted Net Loss per Common Share ..   $    (.04)   $    (.00)
                                                           =========    =========
</TABLE>
<TABLE>
<CAPTION>
                                                        Nine Months Ended September 30,
                                                            2003            2002
                                                            ----            ----
<S>                                                        <C>            <C>
Net Loss, as Reported ..................................   $(1,225,115)   $  (702,401)
Add: Total Stock-Based Employee Compensation
  Expense Determined Under the Fair Value Method .......      (940,460)       (32,435)
                                                           -----------    -----------

Pro Forma Net Loss .....................................   $(2,165,575)   $  (734,836)
                                                           ===========    ===========

Basic and Diluted Net Loss per Common Share, as Reported   $      (.09)   $      (.13)
                                                           ===========    ===========

Pro Forma Basic and Diluted Net Loss per Common Share ..   $      (.17)   $      (.00)
                                                           ===========    ===========
</TABLE>

The pro forma results are not intended to be indicative of or a projection of
future results.

4. RELATED PARTY TRANSACTIONS

In  conjunction  with the  Company's  recent  acquisition  of the  Environmental
Services  Division of R.M.  Jones & Co., Inc., the Company issued notes totaling
$2.45 million which previously had a conversion  feature that allowed them to be
converted at a 75% discount to the market value of the Company's common stock at
the time of  conversion.  Accordingly,  the  Company had  recorded a  conversion
benefit of $816,667,  which was to be fully  amortized at the end of this fiscal
year. In September 2003, R.M. Jones agreed to amend the acquisition agreement to
eliminate this  conversion  feature,  thus resulting in the reversal of previous
amortization charges of $208,334 in the current period.

On August 28,  2003,  the  Company's  predecessor  completed  its buy-out of its
license  agreement with the Company's  Vice Chairman and the  acquisition of the
underlying  patents for  $1,881,366,  net of  deposits  previously  paid,  which
purchase price was based on an independent  appraisal.  The total purchase price
of the agreement amounted to $12,150,000.  The purchase, after applying deposits
to the  purchase  price (See Note 6),  will be in the form of  preferred  equity
anticipated  to be issued in the fourth  quarter of 2003. As of May 1, 2003, the
Company commenced amortization of this asset over a 20-year period.

On August 28, 2003,  $522,500 in notes payable to a non-affiliate of the Company
were  converted  into 522,500  shares of restricted  common stock.  All interest
payable on these obligations was waived.
<PAGE>

In September  2003, the Company's  vice chairman  entered into an agreement with
the Company to  extinguish  $35,000 in notes  payable in regard to the Company's
New World Recycling  operating unit. All interest payable on this obligation was
waived.

5.       ACQUISITIONS

Acquisition  of  Environmental  Services  Division  of R.M.  Jones & Co.,  Inc.,
Enviro-Safe Corporation and Metal Recovery Transportation, Corp.

On May 2, 2003, Veridium Environmental Corporation, a wholly-owned subsidiary of
the Company, completed its acquisition of the Environmental Services Division of
R.M. Jones & Co., Inc. and  Enviro-Safe,  Corp. for $1.2 million in cash,  $2.45
million in seller financing and $560,000 in equity totaling  approximately $4.21
million dollars, plus the assumption of certain liabilities. In conjunction with
these  acquisitions,  the  Company  issued  notes  totaling  $2.45  million.  In
addition,  the final purchase price of the  Environmental  Services  Division of
R.M. Jones is subject to a downward  adjustment  based upon a formula defined in
the Purchase Agreement.  The adjustment,  which will be in the form of adjusting
the  convertible  debentures,  will take place during the fourth quarter of this
fiscal year.

On May 2, 2003, Veridium Environmental Corporation, a wholly owned subsidiary of
the Company,  completed its acquisition of Metal Recovery Transportation,  Corp.
from the Company's Vice Chairman for debt totaling approximately  $370,000, plus
the assumption of certain liabilities.  The stock of MRTC will be held in escrow
pending the effective transfer of MRTC's hazardous waste transportation permits.

In connection with these acquisitions,  the Company recorded  approximately $6.4
million of goodwill.  The following table  summarizes the preliminary fair value
of the assets  acquired and  liabilities  assumed in the second  quarter for the
acquisitions detailed above:
<TABLE>

<S>                                                                  <C>
Current assets                                                       $2,235,204
Property, plant and equipment                                         1,047,517
Goodwill                                                              6,435,279
Other non-current assets                                                267,846
                                                                    -----------
     Total assets acquired                                            9,985,846

Current liabilities                                                   2,683,223
Long-term liabilities                                                 1,789,124
                                                                    -----------
     Total liabilities assumed                                        4,472,347
                                                                    -----------

Net assets acquired (liabilities assumed)                            $5,513,499
                                                                    ===========
</TABLE>

Such  pro-forma data reflects  preliminary  adjustments to the fair value of the
assets purchased, as the Company has not had an opportunity to obtain appraisals
or other  independent  verifications of the fair value of the assets  purchased.
When such information is obtained, the Company will make appropriate adjustments
to the fair value of the assets purchased as necessary.

The results of operations of these acquired businesses have been included in the
consolidated   financial   statements   since  the   respective   dates  of  the
acquisitions.  The following  unaudited pro forma financial  information assumes
that all acquisitions  consummated in the current fiscal year had occurred as of
the beginning of the period:
<PAGE>


<TABLE>
<CAPTION>
                                      For the Nine Months
                                      Ended September 30,
                                    2003              2002
                                    ----              ----
<S>                              <C>               <C>
Total revenue                    $11,726,545       $11,267,306
Net income (loss)                (1,038,893)         (348,700)

Net income per share:
     Basic                           $(0.06)           $(0.06)
                                     =======           =======
</TABLE>

Acquisition of Property

On July 22, 2003, the Company's  predecessor  entered into a contract to acquire
the property and premises at which the Company's  recycling  facility is located
for $2,363,500.  The Company's  predecessor placed a deposit of $100,000 on this
transaction.

6. OTHER CHANGES IN STOCKHOLDERS' EQUITY

During  the third  quarter  of 2003,  the  Company  issued  1,835,000  shares of
restricted  common  stock  to  several  parties  pursuant  to the  anti-dilution
provisions of the Company's predecessor's  agreements,  which agreements expired
upon  completion  of the  Company's  recent  merger.  Additional  deposits  were
credited  to the  Company's  buy-out  of  the  Company's  predecessor's  license
agreement and acquisition of patents discussed above (See Note 4) in the form of
exercised options of 3,785,105 to purchase  restricted common stock.  Additional
changes in  stockholders'  equity  include  the  issuance  of 729,999  shares of
restricted common stock for services rendered.

7. RESTATEMENT

As  disclosed  in  the  Company's  2002  financial  statements  included  in the
Company's  Form  10-KSB for the  period  ended  December  31,  2002,  management
determined  that  certain  amounts in the 2001  financial  statements  should be
restated  to reflect  the  correction  of errors.  Certain of these  errors also
affected the Company's 2002 quarterly reporting and, therefore,  the Company has
restated the prior year quarterly results as follows:
<TABLE>
<CAPTION>
                                                For the Nine Months Ended
                                                    September 30, 2002
                                                As Previously    As
                                                 Reported       Restated
Statement of Operations:
<S>              <C>                                <C>         <C>
Operating (Loss) (1)(2) ...................         (473,784)   (618,572)
                                              ==============    ========
Settlement of Debt (3) ....................             --        30,000
                                              ==============    ========
Interest Expense (4) ......................          (36,424)   (111,875)
                                              ==============    ========
Net Loss (1)(2)(3)(4) .....................         (512,162)   (702,401)
                                              ==============    ========

Basic and Diluted Net Loss Per Common Share   $         (.04)   $   (.13)
                                              ==============    ========
<FN>
(1)    Accrual adjusted for certain salaries
(2)    General and Administrative
       expenses adjusted.
(3)    Gain on settlement of debt paid for by Company's predecessor's common
       stock.
(4)    Interest accrual adjusted on loan amounts outstanding.
</FN>
</TABLE>

<PAGE>



8. CREDIT FACILITY

Trade Accounts Receivable Financing Agreement

In conjunction with the Company's  completion of its various  acquisitions,  the
Company  entered into a financing  agreement with Prestige  Capital  Corporation
("PCC"). This agreement dated May 6, 2003 allows for the Company to periodically
receive  a  loan  in  the  form  of an  advance  utilizing  its  trade  accounts
receivables as collateral. Certain trade accounts receivable of the Company were
financed in this  manner.  This loan was amended  and  refinanced  on October 3,
2003, to enhance liquidity and decrease  interest  expense.  The loan maximum is
$3,500,000 and has no minimum.  Interest is calculated  based on the duration of
the  outstanding  receivable,  which is  estimated to be  approximately  25% per
annum.

GCS Term Financing Agreement

In July 2003, the Company's  predecessor  entered into a term loan facility with
GCS  Investments  for $500,000.  The loan matures on August 1, 2005 and requires
interest to be paid monthly at a rate of 10% per annum.  Principle payments will
commence on March 1, 2004, based on a 60-month  amortization and continue with a
final payment of $401,254 due on August 1, 2005.

9. COMMITMENT AND CONTINGENCIES

The  Company's  predecessor  was party to the  matter  entitled  Somerset  Hills
Consultants,  Inc.,  et al, v. KBF. The action was filed in the Supreme Court of
the State of New York,  February 13, 2002. The Verified Complaint seeks specific
performance of certain agreements  between the plaintiffs and the Company,  plus
attorney's fees and costs. While the plaintiffs were awarded partial judgment as
to some issues which resulted in adjustment to the Company's litigation accrual,
the  matter  is  ongoing  and  counsel  is  therefore  unable  to  evaluate  the
probability of an unfavorable outcome or range of potential loss at this time.

The Company's  predecessor was party to the matter entitled Kerns  Manufacturing
Corp.  v. KBF  Pollution  Management,  Inc.  The action was filed in the Supreme
Court of the State of New York,  August 14, 2003. The Verified  Complaint  seeks
performance of certain agreements  between the plaintiffs and the Company,  plus
attorney's fees and costs. The matter is ongoing and counsel is therefore unable
to evaluate the probability of an unfavorable outcome or range of potential loss
at this time. This matter relates to the Company's recent  acquisition of Vulcan
Waste Systems,  Inc. from Kerns  Manufacturing  Corp. and the breach by Kerns of
the terms and conditions of the relevant acquisition agreement.  Included on the
balance  sheet  at  September  30,  2003 are  $1,890,000  of a fixed  asset  and
1,350,000 shares of restricted  common stock related to the Vulcan  acquisition,
which acquisition is subject to reversal.  The Company is currently pursuing the
reversal of this acquisition and seeking the return of the common stock issued.

The Company is involved in a dispute with the landlord for its premises  located
in Paterson,  New Jersey in regard to application  of previous funds paid.  This
matter is expected to be resolved in the fourth quarter of this fiscal year.

The Company is involved in various minor collection matters in which the Company
and vendors are seeking payment for services rendered and goods provided.

10. SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING AND INVESTING ACTIVITIES

During the third quarter of 2003, the following non-cash investing and financing
transactions  took place:  $522,500 in notes payable were converted into 522,500
shares of restricted  common stock and the Company  issued 479,999 shares of the
Company's common stock in satisfaction of outstanding liabilities.



<PAGE>


11. SUBSEQUENT EVENTS

Refinancing of Credit Facilities

On October 3, 2003, the Company  entered into an amendment to its agreement with
PCC, which  refinanced the Company's  credit  facility to enhance  liquidity and
lower the interest expense.

Conversion of Debt

In November 2003, the Company executed letters of intent with several  investors
in the  Company's  New World  Recycling  operating  unit for the  conversion  of
$725,000  of long  term  debt  into a  profit-sharing  arrangement  in which the
investors,  in the  aggregate,  will  receive  an  annuity  based  on New  World
Recycling  operating  unit's  net  income  and the net  income of the  Company's
American Metal Recovery, Corp., subsidiary, paid on a quarterly or more frequent
basis.  All accrued  interest on the relevant notes will be waived.  The Company
expects to close on this conversion in the fourth quarter of this fiscal year.

In November 2003, the Company executed a letter of intent with its vice chairman
to amend its  agreement  with the  Company  to  provide  for the  conversion  of
approximately  $370,000 in debt and other liabilities  relating to the Company's
acquisition of Metal Recovery Transportation,  Corp., into equity. The amendment
will  provide for the  redemption  of this  equity in four  annual  installments
commencing June 30, 2004. The Company expects to close on this conversion in the
fourth quarter of this fiscal year.

In November 2003, the Company  executed  letters of intent with its chairman and
vice chairman to convert approximately $370,081 and $127,374,  respectively,  in
loans made to the Company's  predecessor and other outstanding  liabilities into
equity. The Company expects to close on this conversion in the fourth quarter of
this fiscal year.


<PAGE>


ITEM 2. Management's Discussion and Analysis of Consolidated Financial
        Condition and Results of Operations

Safe Harbor for Forward - Looking Statements

Certain statements  contained within this report may be deemed  "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended,  and Section 21E of the  Securities  Exchange  Act of 1934,  as amended
(collectively,  the "Private  Securities  Litigation  Reform Act of 1995").  All
statements  in this  report  other  than a  statement  of  historical  fact  are
forward-looking  statements  that  are  subject  to  known  and  unknown  risks,
uncertainties   and  other  factors,   which  could  cause  actual  results  and
performance of the Company to differ materially from such statements.  The words
"believe,"  "expect,"  "anticipate,"  "intend," "will," and similar  expressions
identify forward-looking statements. Forward-looking statements contained herein
relate to, among other things,  (a) ability or inability to continue and improve
operations and maintain  profitability on an annualized basis; (b) the Company's
ability to develop or adopt new and existing  technologies in the conduct of its
operations;  (c)  anticipated  improvement  in the financial  performance of the
Company;   (d)  ability  to  satisfy  the  Company's   general  working  capital
requirements;  (e) ability to generate  sufficient  cash flow from operations to
fund all costs of operations;  (f) potential  acquisition of additional  related
companies;  and (h) our  application for listing on the American Stock Exchange.
Although the Company has  submitted a listing  application  for its common stock
with the  American  Stock  Exchange,  it does  not  satisfy  all of the  listing
criteria of the exchange and it may be seeking a partial  waiver of at least one
of the listing  criteria.  No assurance can be given that the  Company's  common
stock will be listed on the American  Stock  Exchange or if so listed,  that any
trading market will develop.

While the Company  believes the expectations  reflected in such  forward-looking
statements are reasonable, it can give no assurance such expectations will prove
to have been correct.  There are a variety of factors,  which could cause future
outcomes  to  differ  materially  from  those  described  herein.   The  Company
undertakes no  obligations  to update  publicly any  forward-looking  statement,
whether as a result of new information, future events or otherwise.

Results of Operations

Three  Months  Ended  September  30, 2003 as compared to the Three  Months Ended
September 30, 2002

Total  revenue  for the three  months  ended  September  30, 2003  increased  to
$4,098,615 as compared to $1,298,453 for the same period in 2002,  corresponding
to an increase of $2,817,162 or 219.8%. The Company attributes $3,482,316 of the
increase  in  revenue  to the  volume  associated  with the  Company's  recently
completed  acquisitions  and merger,  which increase was offset by a decrease of
$665,154 in the Company's pre-merger operations.  This decrease was attributable
to the Company's increased focus on the consolidation and rationalization of the
Company's pre- and post-merger operations.  The increased revenue realized after
completing the Company's  various  acquisitions  was  attributable  to increased
market  penetration  driven  by the  synergistic  combination  of the  Company's
pre-and post-merger operations and the Company's competitive advantages.

Total cost of revenue for the three months ended September 30, 2003 increased to
$3,265,543 as compared to $811,261 for the same period in 2002, corresponding to
an increase of $2,454,283 or 302.5%. The Company  attributes  $2,599,737 of this
increase to the volume  associated  with the Company's  recent  acquisitions  in
offset by a decrease of $145,454 from existing  operations.  The Company's gross
profit  margin  decreased  to 20.3% as  compared to 36.7% for the same period in
2002,  which decrease is attributable the impact of above average profit margins
realized  in the third  quarter of 2002 and  $109,508  in  amortization  expense
realized in the current  period.  After  adjustment  for these items,  the gross
profit margin in the current  period  increased by  approximately  5.7% over the
same  period  last year to about  23%.  This  increase  is  attributable  to the
traditionally  higher gross  margins  associated  with the  businesses  acquired
during the  current  period as compared to the  Company's  pre-merger  recycling
operations,   which  have  been  historically  administered  at  or  near  their
break-even  volumes in  addition  to the  positive  impact  associated  with the
elimination of certain accounts payable.

Total general and  administrative  expenses for the three months ended September
30, 2003  increased  to $472,027 as compared to $389,618  for the same period in
2002,  corresponding to an increase of $82,409 or 21.2%. The Company  attributes
$263,692 of this increase to the  operations of the businesses  acquired  during
the period, which was offset by a decrease of $181,283 in expenses from existing
operations.   Included   in  the   increase   are   non-recurring   general  and
administrative  expenses  associated  with  the  integration  of  the  Company's
recently  completed  acquisitions  and  the  rationalization  of  the  Company's
combined  new  operations.  The  decrease  from  the  Company's  pre-acquisition
operations  is primarily  the result of a change in an estimate for a litigation
accrual of  approximately  $110,000 and the positive impact  associated with the
elimination of certain accounts payable.
<PAGE>

Total selling and research and  development  expenses for the three months ended
September  30,  2003  increased  to $292,595 as compared to $42,884 for the same
period in 2002,  corresponding to an increase of $249,711 or 582.3%. The Company
attributes   $261,458  of  this  increase  to  the  increased  selling  expenses
associated with the Company's recently  completed  acquisitions which was offset
slightly by the  positive  impact  associated  with the  elimination  of certain
accounts payable.

Total other income and expenses  for the three months ended  September  30, 2003
increased to $101,552 from $26,088 for the same period in 2002, corresponding to
an  increase  of $75,464  or  289.3%.  Contributing  to this  increase  were the
following:  the write-off of deferred financing costs of $106,873,  the reversal
of a non-cash charge of $204,762  relating to a conversion  benefit charged in a
prior  period;  the  extinguishment  of $35,000  in long term debt plus  related
interest of $9,661;  interest  of  approximately  $168,022  relating to accounts
receivable credit facility issued by PCC; interest of approximately  $52,000 for
term debt and capital leases;  accruals for non-cash  interest of  approximately
$28,098 relating to the Company's  predecessor's  various debt instruments;  and
the  waiver  during the period of  approximately  $33,000 in accrued  and unpaid
interest from previous periods.

The Company's GAAP net loss of $34,272 for the three months ended  September 30,
2003  compared  to a GAAP net  income of  $11,502  for the same  period in 2002,
corresponding to a decrease of $45,774.  The Company's earnings before interest,
taxes,  depreciation  and  amortization for the three months ended September 30,
2003 was  $375,343 as compared  to  $161,806  from the same period in 2002.  The
Company attributes this increase to the items described above.

Nine Months  Ended  September  30,  2003 as  compared  to the Nine Months  Ended
September 30, 2002

Total  revenue  for the nine  months  ended  September  30,  2003  increased  to
$8,103,703 as compared to $3,034,423 for the same period in 2002,  corresponding
to an increase of $5,069,280 or 167.1%. The Company attributes $5,823,222 of the
increase  in  revenue  to the  volume  associated  with the  Company's  recently
completed  acquisitions  and merger,  which increase was offset by a decrease of
$753,942 in the Company's pre-merger  operations.  This decrease associated with
the Company's pre-merger  operations was attributable to the Company's increased
focus  on the  consolidation  and  rationalization  of the  Company's  pre-  and
post-merger  operations.  The increased  revenue  realized after  completing the
Company's various  acquisitions was attributable to increased market penetration
driven by the  synergistic  combination  of the Company's  pre- and  post-merger
operations and the Company's competitive advantages.

Total cost of revenue for the nine months ended  September 30, 2003 increased to
$6,332,959 as compared to $2,334,459 for the same period in 2002,  corresponding
to an increase of $3,998,501  or 171.3%.  The Company  attributes  $3,887,009 of
this increase to the volume associated with the Company's recent acquisitions in
addition to an increase of $111,492  from existing  operations.  Included in the
increase are non-recurring  costs of revenue  associated with the integration of
the Company's  recently  completed  acquisitions and the  rationalization of the
Company's  combined new operations.  The Company's gross profit margin decreased
to 21.9% as  compared to 23.1% for the same  period in 2002,  which  decrease is
attributable  the impact of above average profit  margins  realized in the third
quarter of 2002 and  $109,508 in  amortization  expense  realized in the current
period. After adjustment for these items, the gross profit margin in the current
period  increased by  approximately  8.6% over the same period last year to 23%.
This  increase  is  attributable  to  the  traditionally  higher  gross  margins
associated  with the  businesses  acquired  during the period as compared to the
Company's  pre-merger  recycling   operations,   which  have  been  historically
administered  at or near their  break-even  volumes in addition to the  positive
impact associated with the elimination of certain accounts payable.

Total general and  administrative  expenses for the nine months ended  September
30, 2003  increased to $1,546,925 as compared to $1,157,830  for the same period
in 2002,  corresponding  to an  increase  of  $389,095  or  33.6%.  The  Company
attributes  $459,886  of  this  increase  to the  operations  of the  businesses
acquired  during the period  offset by a decrease  of $70,791 in  expenses  from
existing  operations.  Included in the  increase are  non-recurring  general and
administrative  expenses  associated  with  the  integration  of  the  Company's
recently  completed  acquisitions  and  the  rationalization  of  the  Company's
combined new operations.  The decrease from the Company's pre-merger  operations
included  increased   corporate   expenditures   including  payroll,   corporate
relations, information systems, insurance and professional fees. These increases
were offset by the positive  impact  associated  with the elimination of certain
accounts payable.
<PAGE>

Total  selling and research and  development  expenses for the nine months ended
September  30, 2003  increased  to $891,314 as compared to $160,706 for the same
period in 2002,  corresponding to an increase of $730,608 or 454.6%. The Company
attributes   $647,282  of  this  increase  to  the  increased  selling  expenses
associated with the Company's recently completed  acquisitions in addition to an
increase of $83,326 in expenses  from existing  operations  which were offset by
the positive impact associated with the elimination of certain accounts payable.

Total other income and expenses  for the nine months  ended  September  30, 2003
increased to $554,150 from $81,875 for the same period in 2002, corresponding to
an  increase  of  $472,275 or 576.8%.  Contributing  to this  increase  were the
following:  the write-off of deferred  financing costs of $167,477;  the sale of
certain fixed assets totaling  $14,000;  the  extinguishment  of $35,000 in long
term debt and related  interest of $9,661;  interest of  approximately  $248,023
relating to  accounts  receivable  credit  facility  issued by PCC;  interest of
approximately  $78,000 for term debt and capital  leases;  accruals for non-cash
interest  of  approximately  $84,293  relating  to the  Company's  predecessor's
various  debt  instruments;  and the waiver  during the period of  approximately
$33,000 in accrued and unpaid interest from previous periods.

The Company's  GAAP net loss of $1,225,115  for the nine months ended  September
30,  2003  increased  form a net loss of  $702,401  for the same period in 2002,
corresponding  to an  increase  of  $522,714.  The  Company's  net  loss  before
interest,  taxes,  depreciation  and  amortization  for the  nine  months  ended
September  30, 2003 was $516,059 as compared to $248,762 from the same period in
2002 which increase is attributable to the items described above.

Liquidity and Capital Resources

The Company's  capital  requirements  consist of general  working capital needs,
scheduled principal and interest payments on debt obligations and capital leases
and planned  capital  expenditures.  The  Company's  capital  resources  consist
primarily of cash generated  from  operations and proceeds from issuance of debt
and common  stock.  The Company's  capital  resources are impacted by changes in
accounts  receivable as a result of revenue  fluctuations,  economic trends, and
collection  activities.  At September 30, 2003, the Company had cash of $27,046,
an increase of $26,325 from December 31, 2002, as a result of net cash used from
operations of $125,977  combined  with net cash used in investing  activities of
$745,413 offset by net cash provided by financing activities of $897,715.

Operating Activities

Net cash of $125,977 and $194,929 was used in operating  activities  in the nine
months ended  September  30, 2003 and 2002,  respectively.  The decrease in cash
used in operating  activities  was primarily a result of an increase in accounts
receivable offset by an increase in non-cash expenditures for services rendered,
depreciation  and  amortization  as well as an increase in accounts  payable and
accrued expenses.

Investing Activities

Net cash used in investment  activities for the nine months ended  September 30,
2003 and  2002  was  $745,413  and  $251,070,  respectively.  This  increase  is
primarily   attributable  to  an  increase  in  expenditures  for  property  and
equipment,  which were made to the Company's recycling plant and computer system
infrastructure and cash used in conjunction with the acquisitions.

Financing Activities

Net cash of $897,715 and $556,363 was provided by financing  activities  for the
nine months ended September 30, 2003 and 2002. The increase in cash provided was
mainly attributable to proceeds from short and long term debt.

ITEM 3.  Controls and Procedures

Our management,  with the participation of our Chief Executive Officer and Chief
Financial  Officer,  has evaluated the effectiveness of our disclosure  controls
and  procedures as of September 30, 2003.  Based on this  evaluation,  our Chief
Executive  Officer and Chief  Financial  Officer  concluded  that our disclosure
controls and procedures are effective for recording, processing, summarizing and
reporting the  information the Company is required to disclose in the reports it
files  under  the  Securities  Exchange  Act of 1934,  within  the time  periods
specified  in the SEC's rules and forms.  Such  evaluation  did not identify any
change in our internal control over financial reporting that occurred during the
quarter ended September 30, 2003 that has materially affected,  or is reasonably
likely to materially affect, our internal control over financial reporting.


<PAGE>

                         PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

The  Company's  predecessor  was party to the  matter  entitled  Somerset  Hills
Consultants,  Inc.,  et al, v. KBF. The action was filed in the Supreme Court of
the State of New York,  February 13, 2002. The Verified Complaint seeks specific
performance of certain agreements  between the plaintiffs and the Company,  plus
attorney's fees and costs. While the plaintiffs were awarded partial judgment as
to some  issues,  the  matter is ongoing  and  counsel  is  therefore  unable to
evaluate the probability of an unfavorable outcome or range of potential loss at
this time.

The Company's  predecessor was party to the matter entitled Kerns  Manufacturing
Corp.  v. KBF  Pollution  Management,  Inc.  The action was filed in the Supreme
Court of the State of New York,  August 14, 2003. The Verified  Complaint  seeks
performance of certain agreements  between the plaintiffs and the Company,  plus
attorney's fees and costs. The matter is ongoing and counsel is therefore unable
to evaluate the probability of an unfavorable outcome or range of potential loss
at this time. This matter relates to the Company's recent  acquisition of Vulcan
Waste Systems,  Inc. from Kerns  Manufacturing  Corp. and the breach by Kerns of
the terms and conditions of the relevant acquisition agreement.  Included on the
balance sheet at September 30, 2003 is $1,890,000 of a fixed asset and 1,350,000
shares of  restricted  common  stock  related to the Vulcan  acquisition,  which
acquisition  is subject to  reversal.  The  Company is  currently  pursuing  the
reversal of this acquisition and seeking the return of the common stock issued.

The Company is involved in a dispute with the landlord for its premises  located
in Paterson,  New Jersey in regard to application  of previous funds paid.  This
matter is expected to be resolved in the fourth quarter of this fiscal year.

The Company is involved in various minor collection matters in which the Company
and vendors are seeking payment for services rendered and goods provided.

ITEM 2. Changes in Securities and Use of Proceeds

The Company's  predecessor completed a reverse split and merger with the Company
during the period.  Additional  information  regarding these transactions can be
found in the Company's Proxy Statement.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Submission of Matters to a Vote of Security Holders

The Company's  predecessor convened its annual meeting on September 24, 2003, at
which time the  shareholders of the Company's  predecessor and the Company voted
and  approved  several   measures.   Additional   information   regarding  these
transactions can be found in the Company's Proxy Statement.

ITEM 5. Other Information

None.

ITEM 6. Exhibits and Reports on Form 8-K

The  following are exhibits  filed as part of the Company's  Form 10-QSB for the
period ended September 30, 2003:

 Exhibit 31.1: Certification of Kevin Kreisler required by
               Rule 13a-14(a) or Rule 15d-14(a)

 Exhibit 31.2: Certification of John Armas required by Rule 13a-14(a) or
               Rule 15d-14(a).

 Exhibit 32.1: Certification of Kevin Kreisler and John Armas required
               by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the
               Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350

The following is a list of reports filed on Form 8-K during the period:

1.   On August 26, 2003,  the Company filed a Report on Form 8-K,  which related
     to the Company's predecessor's earnings.



<PAGE>


                                   SIGNATURES

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



                                        Veridium Corporation.


Dated:  November 13, 2003           BY:  /s/ Kevin E. Kreisler
                                    --------------------------
                                    Kevin E. Kreisler
                                    Chairman of the Board, President and
                                    Chief Executive Officer (Principal Officer)



Dated:  November 13, 2003           BY:  /s/John C. Armas
                                    --------------------------
                                    John C. Armas
                                    Chief Financial Officer (Principal Officer)




                                  END OF FILING