2

                                        1
As filed with the Securities and
Exchange Commission on February 8, 2005                 Registration No. [____]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                            -------------------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         COMMISSION FILE NO.: 000-050469

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


Delaware                                                            59-3764931
--------------------------------------------------------------------------------
(State of other jurisdiction of                                   (IRS Employer
incorporation or organization)                               Identification No.)

1 JASPER STREET, PATERSON, NEW JERSEY                                 07522
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                      2003 Stock Option/Stock Issuance Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)


                                Kevin E. Kreisler
                                    Chairman
                              VERIDIUM CORPORATION
                                One Jasper Street
                           Paterson, New Jersey 07522
                                 (973) 942-7700
            (Name, address and telephone number of agent for service)
                          -----------------------------
                          Copies of Communications to:
                             Jeffrey A. Baumel, Esq.
                             McCarter & English, LLP
                               Four Gateway Center
                               100 Mulberry Street
                            Newark, New Jersey 07102
                                 (973) 622-4444
                          ----------------------------



<PAGE>

<TABLE>


                         CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ------------------------ -------------------
<CAPTION>
                                                    Proposed maximum        Proposed maximum
 Title of each class of       Amount to be         offering price per      aggregate offering         Amount of
    securities to be           registered               unit (1)                price (1)          registration fee
       registered
------------------------- ---------------------- ----------------------- ------------------------ -------------------
<S>                             <C>                      <C>                    <C>                      <C>
Common Stock, par value
$0.001 per share                4,000,000                $0.10                  $400,000                 $47
------------------------- ---------------------- ----------------------- ------------------------ -------------------
<FN>
(1)  Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
     solely for the purpose of  calculating  the  registration  fee and not as a
     representation  as to any actual  proposed  price.  The offering  price per
     share,  maximum aggregate offering price and registration fee is based upon
     the average of the high and the low price on the Over-the-Counter  Bulletin
     Board on January 28, 2004.
</FN>
</TABLE>

                                Explanatory note

This  Registration   Statement  is  being  filed,  in  accordance  with  General
Instruction E to Form S-8, to register an additional  4,000,000 shares of common
stock,  par  value  $0.001  per  share,  of  Veridium  Corporation,  a  Delaware
corporation (the  "Registrant"),  that may be issued under the Registrant's 2003
Stock Option/Stock  Issuance Plan (the "Plan"). The contents of the Registrant's
Registration  Statement  on Form S-8  filed on  November  8, 2004  (File  Number
333-120298)  covering 2,500,000 shares under the Plan is incorporated  herein by
reference.

Part II. information required in the registration statement

Item 3.  incorporation of documents by reference

The following  documents have been filed by the  Registrant  with the Securities
and  Exchange  Commission  (the  "Commission")  and are  incorporated  herein by
reference (Commission File No. 000-050469):

     (a)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          2003, filed on April 24 2004;

     (b)  Quarterly  Report on Form 10-QSB for the quarter ended March 31, 2004,
          filed on May 14, 2004;

     (c)  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 2004,
          filed on August 13, 2004;

     (d)  Quarterly  Report on Form 10-QSB for the quarter  ended  September 30,
          2004, filed on November 15, 2004;

     (e)  Report filed on Form 8-K, filed on December 30, 2004;

     (f)  Report filed on Form 8-K, filed on February 3, 2005;

     (g)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the financial
          statements contained in the Form 10-KSB referred to in (a) above.;

     In  addition,  all  documents  filed  subsequent  to the date hereof by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from their respective dates of filing;  provided,  however,  that
the documents  enumerated above or subsequently filed by the Registrant pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act in each year during
which  the  offering  made  hereby  is in effect  prior to the  filing  with the
Commission  of the  Registrant's  Annual  Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modified  or  superseded  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

<PAGE>


Item 8.           Exhibits

EXHIBIT NUMBER    EXHIBIT

     4.1  2003 Stock Option/Stock Issuance Plan of Veridium Corporation

     5.1  Opinion of McCarter & English, LLP

     23.1 Consent of WithumSmith + Brown, P.C.

     23.2 Consent of McCarter & English,, LLP (included in Exhibit 5.1)



<PAGE>



                                   Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of a filing on Form S-8 and  authorized  this filing to be
signed on its behalf by the undersigned, in Paterson, New Jersey, on November 1,
2004.

VERIDIUM CORPORATION

By:         /S/      KEVIN E. KREISLER
                     KEVIN E. KREISLER
                     Chairman
Date:                February 8, 2005

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.  Each person whose  signature  appears below
hereby  constitutes and appoints Kevin Kreisler as such person's true and lawful
attorney-in-fact  and agent with full power of substitution  for such person and
in such person's name,  place and stead, in any and all capacities,  to sign and
to file with the Securities and Exchange Commission,  any and all amendments and
post-effective  amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and  purposes  as such  person  might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefore, may lawfully do or cause to be done by virtue thereof.

VERIDIUM CORPORATION

            /S/      KEVIN E. KREISLER
By:                  KEVIN E. KREISLER
                     Chairman
Date:                February 8, 2005

            /S/      JAMES GREEN
                     JAMES GREEN
By:                  President, Chief Executive Officer,
                     Chief Operational Officer and
                     Acting Chief Financial Officer
Date:                February 8, 2005

            /S/      RICHARD KRABLIN
By:                  RICHARD KRABLIN
                     Secretary and Chief Compliance Officer
Date:                February 8, 2005

            /S/      JAMES HANRAHAN
                     Director
Date:                February 8, 2005

            /S/      STEPHEN LEWEN
                     Director
Date:                February 8, 2005
[{"type": "S-8", "sequence": "1", "filename": "forms82-8.txt", "description": "FORM S-8 FILED 2/2/2005", "secsgml_size_bytes": 10117}]
{"company-data": {"conformed-name": "VERIDIUM CORP", "cik": "0001269127", "assigned-sic": "4950", "irs-number": "593764931", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122629", "film-number": "05583820"}, "mail-address": {"street1": "ONE JASPER ST", "city": "PATERSON", "state": "NJ", "zip": "07522"}}
2

                                        1
As filed with the Securities and
Exchange Commission on February 8, 2005                 Registration No. [____]
--------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            -------------------------

                                    FORM S-8
                            -------------------------

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                         COMMISSION FILE NO.: 000-050469

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

Delaware                                                            59-3764931
--------------------------------------------------------------------------------
(State of other jurisdiction of                                   (IRS Employer
incorporation or organization)                               Identification No.)

1 JASPER STREET, PATERSON, NEW JERSEY                                 07522
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                      2003 Stock Option/Stock Issuance Plan
--------------------------------------------------------------------------------
                            (Full title of the plan)

                                Kevin E. Kreisler
                                    Chairman
                              VERIDIUM CORPORATION
                                One Jasper Street
                           Paterson, New Jersey 07522
                                 (973) 942-7700
            (Name, address and telephone number of agent for service)
                          -----------------------------
                          Copies of Communications to:
                             Jeffrey A. Baumel, Esq.
                             McCarter & English, LLP
                               Four Gateway Center
                               100 Mulberry Street
                            Newark, New Jersey 07102
                                 (973) 622-4444
                          ----------------------------
CALCULATION OF REGISTRATION FEE

------------------------- ---------------------- ----------------------- ------------------------ -------------------
Proposed maximum        Proposed maximum
 Title of each class of       Amount to be         offering price per      aggregate offering         Amount of
    securities to be           registered               unit (1)                price (1)          registration fee
       registered
------------------------- ---------------------- ----------------------- ------------------------ -------------------
Common Stock, par value
$0.001 per share                4,000,000                $0.10                  $400,000                 $47
------------------------- ---------------------- ----------------------- ------------------------ -------------------
(1)  Computed pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
     solely for the purpose of  calculating  the  registration  fee and not as a
     representation  as to any actual  proposed  price.  The offering  price per
     share,  maximum aggregate offering price and registration fee is based upon
     the average of the high and the low price on the Over-the-Counter  Bulletin
     Board on January 28, 2004.
Explanatory note

This  Registration   Statement  is  being  filed,  in  accordance  with  General
Instruction E to Form S-8, to register an additional  4,000,000 shares of common
stock,  par  value  $0.001  per  share,  of  Veridium  Corporation,  a  Delaware
corporation (the  "Registrant"),  that may be issued under the Registrant's 2003
Stock Option/Stock  Issuance Plan (the "Plan"). The contents of the Registrant's
Registration  Statement  on Form S-8  filed on  November  8, 2004  (File  Number
333-120298)  covering 2,500,000 shares under the Plan is incorporated  herein by
reference.

Part II. information required in the registration statement

Item 3.  incorporation of documents by reference

The following  documents have been filed by the  Registrant  with the Securities
and  Exchange  Commission  (the  "Commission")  and are  incorporated  herein by
reference (Commission File No. 000-050469):

     (a)  Annual  Report on Form 10-KSB for the fiscal year ended  December  31,
          2003, filed on April 24 2004;

     (b)  Quarterly  Report on Form 10-QSB for the quarter ended March 31, 2004,
          filed on May 14, 2004;

     (c)  Quarterly  Report on Form 10-QSB for the quarter  ended June 30, 2004,
          filed on August 13, 2004;

     (d)  Quarterly  Report on Form 10-QSB for the quarter  ended  September 30,
          2004, filed on November 15, 2004;

     (e)  Report filed on Form 8-K, filed on December 30, 2004;

     (f)  Report filed on Form 8-K, filed on February 3, 2005;

     (g)  All other  reports  filed  pursuant  to Section  13(a) or 15(d) of the
          Exchange Act since the end of the fiscal year covered by the financial
          statements contained in the Form 10-KSB referred to in (a) above.;

     In  addition,  all  documents  filed  subsequent  to the date hereof by the
Registrant  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  and prior to the filing
of a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed to be incorporated by reference in this Registration  Statement and to
be part hereof from their respective dates of filing;  provided,  however,  that
the documents  enumerated above or subsequently filed by the Registrant pursuant
to Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act in each year during
which  the  offering  made  hereby  is in effect  prior to the  filing  with the
Commission  of the  Registrant's  Annual  Report on Form 10-K covering such year
shall not be incorporated by reference herein or be a part hereof from and after
the filing of such Annual Report on Form 10-K.

     Any  statement  contained in a document  incorporated  by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document  which also is  incorporated  by reference  herein
modified  or  superseded  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.
Item 8.           Exhibits

EXHIBIT NUMBER    EXHIBIT

     4.1  2003 Stock Option/Stock Issuance Plan of Veridium Corporation

     5.1  Opinion of McCarter & English, LLP

     23.1 Consent of WithumSmith + Brown, P.C.

     23.2 Consent of McCarter & English,, LLP (included in Exhibit 5.1)
Signatures

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  of a filing on Form S-8 and  authorized  this filing to be
signed on its behalf by the undersigned, in Paterson, New Jersey, on November 1,
2004.

VERIDIUM CORPORATION

By:         /S/      KEVIN E. KREISLER
                     KEVIN E. KREISLER
                     Chairman
Date:                February 8, 2005

     In accordance  with the  requirements  of the Securities Act of 1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates stated.  Each person whose  signature  appears below
hereby  constitutes and appoints Kevin Kreisler as such person's true and lawful
attorney-in-fact  and agent with full power of substitution  for such person and
in such person's name,  place and stead, in any and all capacities,  to sign and
to file with the Securities and Exchange Commission,  any and all amendments and
post-effective  amendments to this Registration Statement, with exhibits thereto
and other documents in connection therewith, granting unto said attorney-in-fact
and agent  full power and  authority  to do and  perform  each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and  purposes  as such  person  might or could do in person,  hereby
ratifying  and  confirming  all that said  attorney-in-fact  and  agent,  or any
substitute therefore, may lawfully do or cause to be done by virtue thereof.

VERIDIUM CORPORATION

            /S/      KEVIN E. KREISLER
By:                  KEVIN E. KREISLER
                     Chairman
Date:                February 8, 2005

            /S/      JAMES GREEN
                     JAMES GREEN
By:                  President, Chief Executive Officer,
                     Chief Operational Officer and
                     Acting Chief Financial Officer
Date:                February 8, 2005

            /S/      RICHARD KRABLIN
By:                  RICHARD KRABLIN
                     Secretary and Chief Compliance Officer
Date:                February 8, 2005

            /S/      JAMES HANRAHAN
                     Director
Date:                February 8, 2005

            /S/      STEPHEN LEWEN
                     Director
Date:                February 8, 2005