UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant To to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~November~~ May 78, ~~2006 .~~2007

Veridien Corporation

(Exact Name of Registrant as Specified in its charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

000-25555		59-3020382
(Commission File Number)		(IRS Employer Identification No.)
7600 Bryan Dairy Rd., Suite F, Largo, Florida		33777-1433
7600 Bryan Dairy Rd, Ste. F, Largo, Florida		33777-1433
(Address of principal executive offices)		(Zip Code)

(727) 576-1600

(Registrant’s telephone number, including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: (see General Instruction A.2.below):

o¨ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR ITEM 8.01 OTHER EVENTS ITEM 9.01 FINANCIAL STATEMENTS & EXHIBITS SIGNATURE EX-3.10 CERTIFICATE OF DESIGNATIONS 2006-A SERIES EX-3.11 CERTIFICATE OF DESIGNATIONS 2006-B SERIES EX-3.12 CERTIFICATE OF DESIGNATIONS 2006-C SERIES


	ITEM 1.01 Entry into a Material Definitive Agreement
	ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EX-10.38 BINDING TERM SHEET OF ACQUISITION
EX-10.39 AGREEMENT BETWEEN VERIDIEN & LEXXEC & KENNETH C.CANCELLARA
EX-10.40 AGREEMENT BETWEEN VERIDIEN & RESERVE INVESTMENT & SHELDON C. FENTON

ITEM 31.0301 ~~MATERIAL~~Entry ~~MODIFICATION~~into TOa ~~RIGHTS~~Material OFDefinitive ~~SECURITY HOLDERS~~Agreement

ToOn ~~implement~~May 8, ~~the~~2007 ~~Plan~~Veridien asentered ~~discussed~~into inan ~~8.01~~Agreement ~~below~~with ~~and~~Lexxec ~~exercising~~Corporation ~~its~~for ~~authority under Delaware Law and~~ the ~~Company’s~~acquisition ~~Articles~~ of 49.9% ~~Incorporation, the Board~~ of ~~Directors~~Santius ~~created~~LifeSciences 3and ~~new~~the ~~series~~option ~~of Preferred~~to ~~Stock:~~acquire ~~(i) 2006-A~~the ~~Series~~balance of ~~Convertible~~50.1% ~~Redeemable~~ownership ~~Preferred Stock; (ii) 2006-B Series~~under ofcertain ~~Convertible~~terms ~~Redeemable Preferred Stock;~~ and ~~(iii) 2006-C Series of Convertible Redeemable Preferred Stock~~conditions. ~~These~~Lexxec ~~series~~Corporation ~~were~~is ~~designated~~owned ~~from~~by ~~the~~Kenneth ~~Company’s~~C. ~~existing 25~~Cancellara,~~000,000~~ Executive ~~Shares~~Chairman of ~~Authorized~~Veridien ~~Preferred~~Corporation ~~Stock.~~(see ~~See attached exhibits 3~~Item 5.~~10,~~02 3below).~~11 and 3.12 for features of each series.~~

InSanitus ~~addition,~~LifeSciences ~~the~~has ~~terms of~~ the ~~remaining~~objective ~~6,000 shares~~ of ~~existing~~undertaking ~~10%~~a ~~Cumulative~~pharmaceutical ~~Convertible Redeemable~~undertaking ~~Preferred~~in ~~Stock~~respect ~~(“Class A Preferred Stock”) are being amended for a period~~ of ~~30 days to~~ ~~permit~~locating, ~~the~~in-licensing ~~conversion~~or ofacquiring ~~each~~pharmaceutical ~~share~~products offor ~~Class A~~distribution ~~Preferred~~in ~~Stock~~some ~~to Two Hundred and Fifty (250) shares~~ of ~~Common Stock from~~ the ~~current conversion rate of 1:20. This stock has been outstanding~~ ~~since~~emerging ~~the~~world ~~first quarter of 1995 and dividend have never been paid~~markets, including but ~~have~~not ~~accrued~~limited ~~on these shares, thereby limiting the Company’s ability~~ to ~~pay dividends on its Common Stock or on other Preferred Stock. With a stated value of $ 10 per share~~Russia, ~~the 6~~China,~~000~~ ~~shares~~India ~~converting~~and ~~into~~Brazil. ~~1,500,000~~Mr. ~~common~~Cancellara ~~shares~~is ~~equates to conversion of~~ the ~~stated~~CEO ~~value~~and atPresident ~~the effective common share price~~ of ~~$0.04~~ ~~(being~~this ~~close to the current market price)~~company.

~~ITEM~~Veridien ~~5.03~~acquired ~~AMENDMENTS~~its TO49.9% ~~ARTICLES~~interest ~~OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR~~for:

To(a) ~~implement~~an ~~the~~initial ~~Plan~~purchase asprice ~~discussed~~of in25 8million common share warrants.01 ~~below~~These warrants vest immediately and ~~exercising~~have ~~its~~a ~~authority~~term ~~under~~of ~~Delaware~~5 ~~Law~~ years. The exercise price for 14.2 million of the warrants is $0.06 and the ~~Company’s~~exercise ~~Articles~~price for 10.8 million of ~~Incorporation~~the warrants is $0.10.; (b) additional purchase price of $ 1.071 million, which Lexxec shall use towards the ~~Board~~exercise price of ~~Directors~~its ~~created~~Veridien 3warrants ~~new~~and ~~series~~which ~~of Preference~~purchase ~~Shares:~~price shall only be payable at the time when Santius has entered into initial product transaction(is) ~~2006-A~~ ~~Series~~with a NPV of ~~Convertible~~not ~~Redeemable~~less ~~Preferred~~the ~~Stock,;~~US$6million (~~ii) 2006-B Series~~as ofdetermined ~~Convertible~~by ~~Redeemable~~an ~~Preferred~~independent ~~Stock~~appraiser); and (~~iii~~c) ~~2006-C~~ ~~Series~~additional ofpurchase ~~Convertible~~price ~~Redeemable Preferred~~of ~~Stock~~$ 1.214 ~~These~~million, ~~series~~which ~~were~~Lexxec ~~designated~~shall ~~from~~use towards the ~~Company’s~~exercise ~~existing~~price ~~25,000,000~~of ~~Authorized Preferred~~its ~~Stock.~~Veridien ~~See~~warrants ~~attached~~and ~~exhibits~~which ~~3.10,~~purchase ~~3.11~~price ~~and~~shall ~~3.12~~only ~~for~~be ~~features~~payable at the time when Santius has entered into additional product transaction(s) with a NPV of ~~each~~not ~~series~~less the US$13million (as determined by an independent appraiser).

~~ITEM~~Veridien ~~8.01~~shall ~~OTHER~~have ~~EVENTS~~the option of issuing Lexxec 25,000,000 common shares in exchange for the cancellation of all of the warrants and additional purchase price obligations as described under (a), (b) & (c) above.

OnVeridien ~~November 7~~has agreed, ~~2006~~that ~~the~~so ~~Board~~long ofas ~~Directors~~Veridien ~~approved~~has athe ~~Plan~~option ~~of Financial Reorganization and Recapitalization. The plan is designed~~ to ~~reduce~~purchase the ~~debt~~balance ~~and accrued liabilities~~ of the ~~Company~~ byownership ~~seeking the exchange~~ of ~~(i) Convertible~~Santius ~~Debenture debt~~ (~~principal~~to ~~and accrued interest~~100%)~~; (ii) unpaid dividends accrued on Class A Preferred Stock; and (iii) unpaid dividends accrued on Series B Preferred Stock~~, ~~into~~to ~~equity.~~loan ItSantius ~~is estimated that the Company’s liability for~~ up to $ ~~7.5~~125,000 ~~Million~~per ofannum ~~convertible~~for ~~debt~~operating ~~(including~~expenses and ~~accrued~~Veridien ~~interest~~will ~~thereon)~~provide ~~and~~Santius upwith tooffice ~~$ 2~~facilities.1 ~~Million~~The value of these accommodations, ~~Preferred~~together ~~Stock~~with ~~accrued~~the ~~and~~operating ~~unpaid~~loan ~~dividends~~balance will be ~~converted~~reimbursed to ~~equity~~Veridien ~~and~~out ~~satisfied~~of ~~with~~ the ~~full~~ ~~acceptance~~first ~~and~~net revenues ~~implementation~~generated ofby ~~this plan~~Santius.

~~The~~Veridien ~~essence~~has ofthe option to acquire the ~~plan~~remaining is50.1% asof ~~follows:~~Santius from Lexxec, on the following basis:

	1.		The terms of the Class A Preferred Stock shall be amended for a period of thirty (30) days after the mailing of notice thereof to the holders of the Class A Preferred Stock to permit the conversion of each share of Class A Preferred Stock to Two Hundred and Fifty (250) shares of Common Stock;
	•		If the Veridien stock price has met or exceeded $0.50 for a period of 30 consecutive days, the consideration shall be 40million Veridien common shares;
	2.		The officers of this Company shall contact the holders of the Class A Preferred Stock, confirm their receipt of the notice of temporary amendment of the conversion terms and seek to secure a conversion of such shares to Common Stock;
			if not
	•		the consideration will be $20 million; to be satisfied at Lexxec’s unilateral option by the payment of (i) $20million cash, or (ii) Veridien common shares with a then current market value of $20million

This option shall be exercised or will expire on the earlier of (a) 36 months from the contract date; or (b) on the 10^th day following Veridien’s stock price having met or exceeded $0.50 for a period of 30 consecutive days. Nevertheless, the option shall not expire before April 15, 2008.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

Election of Directors

At the March 30, 2007 Board Meeting the Board of Directors voted to increase the number of directors of the company by one director to six directors in total. They also voted to approve the appointment of Mr. Kenneth Cancellara to the Board of Directors of Veridien Corporation to fill the newly created vacancy, with such appointment to be effective at a time to be determined in

3.the ~~Three~~future, ~~(3)~~in ~~new series of Convertible Preferred Stock are hereby authorized~~writing, ~~being the Convertible Preferred Stock convertible~~ at the ~~respective~~joint ~~rates~~discretion of ~~$.035~~the ~~(2006-A),~~Chairman ~~$.04 (2006-B)~~ and $C.05E.O.. ~~(2006-C), as more specifically designated~~ and ~~described~~ in ~~the~~any ~~Certificates~~event ~~of Designation; 4~~after Mr. Cancellara ~~The~~indicates ~~officers~~he ofis ~~this~~prepared ~~Company~~to ~~shall~~accept ~~contact~~ the ~~holders~~appointment. ofThe ~~the~~appointment ~~existing~~once ~~Class~~made, Bis ~~Preferred Stock and seek~~ to be ~~secure~~in aeffect ~~conversion~~until ~~of such shares to~~ the ~~new~~next ~~2006-B~~Annual ~~series~~Meeting of ~~Preferred Stock; 5~~Stockholders. ~~The~~On ~~officers~~May 8, of2007 ~~this Company shall contact~~ the ~~holders~~Chairman ~~of the various convertible debentures~~ and CEO ~~advise~~asked ~~them~~Mr. Cancellara ~~of the ability~~ to ~~convert~~join tothe ~~Preferred~~Board ~~Stock (i)~~ of ~~series~~Directors ~~2006-A~~and ~~if their existing conversion rate is less than $ 0~~Mr.~~04;~~ Cancellara orindicated ~~(ii)~~he towould accept ~~series~~this ~~2006-B if their existing conversion rate is equal to or over $ 0~~position.~~04.~~ ~~The~~At ~~officers~~present, ~~of this Company shall seek to secure a conversion of such convertible debentures to a series of Convertible Preferred Stock; 6~~Mr. Cancellara ~~The~~has ~~Certificate~~not ofbeen ~~Incorporation~~named ~~of this Company shall be amended~~ to ~~increase~~any ~~the~~Board ~~number of authorized shares of Common Stock to Eight Hundred Million shares~~committee.

~~After~~Mr. Cancellara ~~Plan~~was ~~implementation,~~for over eleven years the ~~outstanding~~Chief ~~capital~~Legal isOfficer ~~projected~~and Corporate Secretary of Biovail Corporation (NYSE: BVF), as well as a member of Biovail’s Executive Management Committee and of its Board of Directors. Prior to behis tenure at Biovail, Mr. Cancellara was a senior partner with the venerable Toronto law firm Cassels Brock & Blackwell, serving as ~~follows:~~its Chairman, Managing Partner and Chair of its Business Litigation Department. Mr. Cancellara is a Board Member of Financiere Verdi (France—majority owner of Ethypharm ); Board member of Biovail International SARL; Board member of Villa Charities; Board member of Mount Sinai Hospital; Officer and Director Lexxec Corporation; and Officer and Director of Santius LifeSciences.

	Outstanding		Projected
	Pre-Plan		Outstanding
	November 7/06		Post-Plan *(1)
Common Shares		247,859,113		249,359,113
Class A Pref. Shares		6,000		0
Series B Pref. Shares		201,670		0
2006-A Pref. Shares (new)		0		200,607
2006-B Pref. Shares (new)		0		959,555
2006-C Pref. Shares (new)		0		0
Class A Pref. Shares Accrued & Unpaid Dividends	$	66,000	$	0
Series B Pref. Shares Accrued & Unpaid Dividends	$	2,042,624	$	0
Convertible Debentures Principal & Accrued Interest	$	8,023,877	$	481,570

Appointment of Certain Officers & Compensatory Arrangements of Certain Officers

*(1)On ~~assumes~~May 8, ~~participation~~2007 inMr. Kenneth C. Cancellara agreed to join Veridien as an Officer of the ~~Plan~~company byin the ~~all~~role ~~existing~~of ~~Preferred~~Executive ~~Shares~~Chairman ~~holders~~of Veridien. Veridien entered into an Agreement with Kenneth Cancellara and byhis consulting company, Lexxec Corporation for the ~~holders~~provision of $management 7services to Veridien Corporation. Compensation shall be in the form of a salary of $175,000 per year plus a bonus of 3% of revenues over $5.833million. ~~Million~~This bonus is capped at the lesser of ~~convertible~~10% ~~debenture~~of EBITA ~~debt~~and $875,000. ~~Readers~~The ~~are~~parties ~~cautioned~~have agreed that cash payment of Salary and Bonus will be contingent on the company having sufficient working capital and cash available to make said payments; if cash payment is not ~~all~~available ~~holders~~then salary and bonus shall be accrued and may ~~elect~~be (i) taken in cash when cash/working capital is available in the company; or (ii) taken in stock at market rate; or (iii) applied as payment towards exercise price of options. The term of the contract is 3 years. In each of the 3 years of the contract, 2,500,000 Options will be given to Mr. Cancellara. ~~participate~~The vesting of these options will be contingent on Mr. Cancellara continuing to provide consulting services to Veridien. The options will all expire on April 1, 2012 and ~~that~~the options granted for the ~~actual~~first ~~results~~year of the ~~Plan~~contract ~~may~~will ~~differ~~have ~~materially~~an exercise price of $0.06, with a $0.10 exercise price for options vested in subsequent years.

~~ITEM~~On 9May 8, 2007 Veridien came to an agreement with Mr.01 Sheldon ~~FINANCIAL~~Fenton ~~STATEMENTS~~and &his ~~EXHIBITS~~consulting company Reserve Investments Corporation regarding compensation for provision of management services to Veridien. Since Mr. Fenton assumed the role as President and C.E.O. of Veridien in June 1998 he has never drawn a salary or received options for his services. Under the terms of the agreement, compensation shall be in the form of a salary of $175,000 per year plus a bonus of 3% of revenues over $5.833million. This bonus is capped at the lesser of 10% of EBITA and $875,000. The parties have agreed that cash payment of Salary and Bonus will be contingent on the company having sufficient working capital and cash available to make said payments; if cash payment is not available then salary and bonus shall be accrued and may be (i) taken in cash when cash/working capital is available in the company; or (ii) taken in stock at market rate; or (iii) applied as payment towards exercise price of options. The term of the contract is 3 years. In each of the 3 years of the contract, 2,500,000 Options will be given to Mr. Fenton. The vesting of these options will be contingent on Mr. Fenton continuing to provide consulting services to Veridien. The options will all expire on April 1, 2012 and the options

(c)	Exhibit #3.10	Certificate of Designations of the powers, Preferences and Rights of the 2006-A Series of Convertible Redeemable Preferred Stock
	Exhibit #3.11	Certificate of Designations of the powers, Preferences and Rights of the 2006-B Series of Convertible Redeemable Preferred Stock
	Exhibit #3.12	Certificate of Designations of the powers, Preferences and Rights of the 2006-C Series of Convertible Redeemable Preferred Stock

granted for the first year of the contract will have an exercise price of $0.06, with a $0.10 exercise price for options vested in subsequent years.

The information in this Current Report on Form 8-K, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as will be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits


(d)	EXHIBITS

	Exhibit 10.38	Binding Term Sheet of Veridien’s Acquisition of Santius LifeSciences

	Exhibit 10.39	Agreement between Veridien and Lexxec Corporation and Kenneth C. Cancellara

	Exhibit 10.40	Agreement between Veridien and Reserve Investments Corporation and Sheldon C. Fenton

SIGNATURE

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.

~~VERIDIEN CORPORATION~~	VERIDIEN CORPORATION
Dated: November 10, 2006		By: /s/ Sheldon C. Fenton
Dated: May 9, 2007	By:	/s/ Sheldon C. Fenton
		Sheldon C. Fenton
		President & Chief Executive Officer

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