As filed with the Securities and Exchange
Commission on November 8, 2004                           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 and Chief Executive Officer
                              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                $0.12                  $480,000                 $61
------------------------- ---------------------- ----------------------- ------------------------ -------------------
<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 October 28, 2004.
</FN>
</TABLE>

                                EXPLANATORY NOTE

This  registration  statement  contains  two  parts.  The  first  part  of  this
registration  statement contains a prospectus prepared in accordance with Part I
of Form S-3, pursuant to General Instruction C to Form S-8. The prospectus filed
as part of this Registration  Statement has been prepared in accordance with the
requirements  of Form  S-3  and  may be used  for  reofferings  and  resales  of
registered  shares of common  stock  which have been  issued  upon the grants of
common  stock  to  employees,  non-employee  directors  and  consultants  of the
Company. The second part of this registration  statement covers the registration
of  2,500,000  shares  of  common  stock to be  issued  in  connection  with the
Company's  2003  Stock  Option/Stock  Issuance  Plan  and  contains  information
required under Part II of Form S-8.


                                   PROSPECTUS

                              VERIDIUM CORPORATION

                        4,000,000 Shares of Common Stock

This prospectus relates to the sale of up to 4,000,000 shares of common stock of
Veridium  Corporation  offered by certain holders of our securities  acquired by
their compensation agreements with Veridium Corporation.  Of such shares, we are
registering 2,500,000 shares of common stock to be issued in connection with our
2003 Stock Option/Stock  Issuance Plan. The shares may be offered by the selling
stockholders   from  time  to  time  in  regular  brokerage   transactions,   in
transactions  directly  with market  makers or in certain  privately  negotiated
transactions.  For  additional  information  on the methods of sale,  you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds  from the sale of the shares by the selling  stockholders.  Each of
the selling  stockholders may be deemed to be an  "underwriter," as such term is
defined in the Securities Act of 1933.

Our common stock trades on the Over-The-Counter  Bulletin Board under the symbol
"VRDM." On October  28,  2004,  the closing  sale price of the common  stock was
$0.12 per share.

The securities offered hereby are speculative and involve a high degree of risk.
See the section titled "Risk Factors," below.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is November 8, 2004.

<PAGE>




--------------------------------------------------------------------------------
No  dealer,  salesperson  or  other  person  has  been  authorized  to give  any
information or to make any  representations  other than those  contained in this
prospectus,  and if given or made, such information or representations  must not
be relied upon as having been authorized by us, the Selling  Stockholders or any
underwriter.  This  prospectus  does  not  constitute  an  offer  to sell or the
solicitation of an offer to buy any security other than the common stock offered
by this prospectus, or an offer to sell or a solicitation of an offer to buy any
security by any person in any  jurisdiction  in which such offer or solicitation
would be  unlawful.  Neither the delivery of this  prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  imply that the information in this
prospectus is correct as of any time subsequent to the date of this  prospectus.
--------------------------------------------------------------------------------

<TABLE>

                                TABLE OF CONTENTS
<CAPTION>
                                                                                                       Page
<S>                                                                                                    <C>
Prospectus Summary                                                                                      3
Risk Factors                                                                                            5
Selling Stockholders                                                                                    8
Plan of Distribution                                                                                    9
Information Incorporated by Reference                                                                  10
Disclosure of Commission Position on Indemnification For Securities Act Liabilities                    10
Available Information                                                                                  11
</TABLE>




<PAGE>



[GRAPHIC OMITTED]
                               PROSPECTUS SUMMARY

You  should  read this  summary  together  with the more  detailed  information,
including our financial  statements  and related notes,  appearing  elsewhere in
this prospectus.  In this prospectus,  "we", "us", "our" and "the Company" refer
to Veridium Corporation unless the context requires otherwise.

                              VERIDIUM CORPORATION

     We  are  an  environmental   services   provider  that  uses  patented  and
proprietary  green  technologies  to  recycle,  reuse  and mine all  recoverable
resources  from   industrial   hazardous   wastes  in  a  safe,   compliant  and
cost-effective manner. Our services include:

o    Recycling  Services - we provide the service of recycling  hazardous wastes
     (for which we charge retail and wholesale  tipping fees that are comparable
     to disposal fees), from which we mine commodities (which we then market and
     sell to manufacturers); and

o    Environmental  Services - for similar  tipping fees, we provide a series of
     broader value-added environmental services incidental to and in furtherance
     of our recycling services, including transportation, distribution, remedial
     and other related services.

We  intend  to  build a fully  integrated  national  hazardous  waste  recycling
company. We plan to do this in several ways: organically,  through the expansion
of our existing services, acquisitively,  through the accretive consolidation of
strategic assets, and through the ongoing development and  commercialization  of
profitable  green  technologies.  Our  ambition  is to be viewed as the  leading
provider of value-added,  environmentally conscious and cost-effective hazardous
waste management services based on our green technologies.

                                   OUR OFFICES

Our principal executive offices are located at One Jasper Street,  Paterson, New
Jersey 07522, and our telephone  number is (973) 942-7700.  Our Internet address
is  www.veridium.com.  The  information on our web site is not  incorporated  by
reference into, and does not constitute part of, this prospectus.

                                  THE OFFERING

Shares of common stock offered     4,000,000

Use of Proceeds                    We will not be receiving any proceeds from
                                   the sale of the shares of common stock
                                   offered in this prospectus.

OTC Bulletin Board Symbol          VRDM



<PAGE>


                                  RISK FACTORS

Prospective  investors  should  carefully  consider the  following  factors,  in
addition to the other  information  contained in this prospectus,  in connection
with an investment in the common stock offered hereby.  This prospectus contains
certain forward-looking statements,  which involve risks and uncertainties.  Our
actual  results  could  differ   materially   from  those   anticipated  in  the
forward-looking  statements as a result of certain factors,  including those set
forth below and elsewhere in this prospectus.  An investment in the common stock
offered hereby involves a high degree of risk and is suitable only for investors
who are able to afford to lose their entire investment.

Despite our recent net income,  we have a history of losses from operations,  we
have received a going concern  opinion from our  independent  registered  public
accounting  firm,  and may incur  additional  losses in the future  which  could
adversely affect our operations and your investment in our common stock.

     We posted an audited net loss of  $14,220,040  for the year ended  December
31, 2003.  Our  accumulated  deficit was  $26,971,713  at December 31, 2003. Our
unaudited  consolidated  balance  sheet  as  of  June  30,  2004,  reflected  an
accumulated  deficit  of  $27,084,545.  As of June  30,  2004  the  Company  had
approximately  $233,000 in cash, and current liabilities  exceeded current assts
by  approximately   $1,799,000   including  $744,000  in  liabilities  that  are
convertible into equity.  If we fail to sustain  profitability in the future, we
may be  unable to fund our  continuing  operations.  As a result of the  matters
described  in  the  preceding  paragraph,   the  Independent  Registered  Public
Accounting  Firms'  Report on our  financial  statements  includes  a  paragraph
indicating doubt about our ability to continue as a going concern. The financial
statements  included in the prospectus do not include any adjustments that might
be necessary if we are unable to continue as a going concern.

Our industrial waste management services subject us to potential environmental
liability.

     Our business of rendering  services in connection with management of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages. Such liability could involve, without limitation:

o    claims for clean-up costs,  personal injury or damage to the environment in
     cases in which we are held  responsible  for the  release of  hazardous  or
     radioactive materials; and

o    claims of employees,  customers,  or third  parties for personal  injury or
     property damage occurring in the course of our operations.

     We could also be deemed a  responsible  party for the cost of cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

The conversion of our convertible debentures and exercise of our outstanding
warrants and options could cause the market price of our common stock to fall,
and may have dilution and other effects on our existing stockholders.

     The conversion of our outstanding convertible debentures,  and the exercise
of our  outstanding  warrants and options  could result in the issuance of up to
7,070,348 shares of common stock,  assuming all outstanding warrants and options
are  currently  exercisable  and  subject  to  adjustment  pursuant  to  certain
anti-dilution  provisions.   Such  issuances  would  reduce  the  percentage  of
ownership of our existing  common  stockholders  and could,  among other things,
depress the price of our common stock.  This result could  detrimentally  affect
our ability to raise additional equity capital.  In addition,  the sale of these
additional  shares of common  stock may cause the  market  price of our stock to
decrease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

     Our business is subject to extensive,  evolving, and increasingly stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or  approvals to conduct these  activities in compliance  with such laws and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would have a material  adverse  effect on our  operations and
financial condition. If we are unable to maintain our currently

<PAGE>

held  permits,  licenses,  and/or  approvals or obtain any  additional  permits,
licenses and/or approvals which may be required as we expand our operations,  we
may not be able to continue certain of our operations.

Changes in environmental regulations and enforcement policies could subject us
to additional liability and adversely affect our ability to continue certain
operations due to the regulated nature of our operations.

     Because the environmental  industry continues to develop rapidly, we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.

As our operations expand, we may be subject to increased litigation which could
have a negative impact on our future financial results.

     Our  operations  are regulated by numerous laws  regarding  procedures  for
waste treatment, storage, recycling, transportation and disposal activities, all
of which may provide the basis for litigation  against us. In recent years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured  against,  could adversely affect our
financial  condition  and  our  ability  to  fund  our  operations.   Protracted
litigation  would  likely  cause us to spend  significant  amounts  of our time,
effort and  money.  This could  prevent  our  management  from  focusing  on our
operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

     Our  business  exposes us to various  risks,  including  claims for causing
damage to  property  and  injuries to persons  who may  involve  allegations  of
negligence  or  professional  errors  or  omissions  in the  performance  of our
services.  Such  claims  could be  substantial.  We believe  that our  insurance
coverage is  presently  adequate and similar to, or greater  than,  the coverage
maintained  by other  companies in the industry of our size. If we are unable to
obtain  adequate  or  required  insurance  coverage  in the  future  or,  if our
insurance is not  available at  affordable  rates,  we would  violate our permit
conditions  and  other  requirements  of  the  environmental   laws,  rules  and
regulations  under which we operate.  Such violations  would render us unable to
continue  certain of our operations.  These events would have a material adverse
effect on our financial condition.

Our operations will suffer if we are unable to manage our rapid growth.

     We are currently  experiencing  a period of rapid growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the  expected  benefits of such growth,  and such  failure  could have a
material adverse effect on our operations and financial condition.

If we are unable to protect our  proprietary  technologies,  our growth could be
limited.

     Our  success is  connected  to our  ability  to  maintain  our  proprietary
technologies.  The steps taken by us to protect our proprietary technologies may
not be  adequate  to prevent  misappropriation  of these  technologies  by third
parties.  Misappropriation  of our proprietary  technology could have an adverse
effect  on  our   operations  and  financial   condition.   Changes  to  current
environmental  laws and regulations  also could limit the use of our proprietary
technology.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

     Our recent acquisitions will involve the integration of companies that have
previously   operated   independently   from  us,  with   focuses  on  different
geographical areas. We cannot assure you that we will be able to fully integrate
the  operations  of  these  companies  without   encountering   difficulties  or
experiencing the loss of key


<PAGE>

employees or customers of such companies. In addition, we cannot assure you that
the benefits expected from such integration will be realized.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

     Our  success   depends  on  the   contributions   of  our  key  management,
environmental and engineering personnel. The loss of these officers could have a
material adverse effect on our operations,  revenues, prospects, and our ability
to raise  additional  funds. Our future success depends on our ability to retain
and  expand  our  staff  of   qualified   personnel,   including   environmental
technicians,  sales personnel and engineers. Without qualified personnel, we may
incur delays in rendering our services or be unable to render certain  services.
We cannot be certain  that we will be  successful  in our efforts to attract and
retain qualified personnel as their availability is limited due to the demand of
hazardous waste  management  services and the highly  competitive  nature of the
hazardous waste management industry.  We do not maintain key person insurance on
any of our employees, officers or directors.

If  environmental  regulation  or  enforcement  is  relaxed,  the demand for our
services will decrease.

     The demand for our services is  substantially  dependent  upon the public's
concern with, the  continuation and  proliferation  of, the laws and regulations
governing  the  treatment,  storage,  recycling,  and disposal of hazardous  and
non-hazardous  waste. A decrease in the level of public  concern,  the repeal or
modification  of  these  laws,  or any  significant  relaxation  of  regulations
relating to the treatment,  storage,  recycling, and disposal of hazardous waste
and low-level  radioactive waste would  significantly  reduce the demand for our
services  and  could  have a  material  adverse  effect  on our  operations  and
financial condition. We are not aware of any current federal or state government
or agency  efforts in which a moratorium  or  limitation  has been,  or will be,
placed upon the creation of new hazardous  waste  regulations  that would have a
material adverse effect on us.

Some of our  existing  stockholders  can exert  control over us and may not make
decisions that further the best interests of all stockholders.

     Our  officers,  directors  and  principal  stockholders  (greater  than  5%
stockholders)  together  control  approximately  18% of our  outstanding  common
stock,  100%  of our  outstanding  Series  A  preferred  stock,  and  98% of our
outstanding  Series B preferred  stock.  Series A preferred stock votes on an as
converted  basis as five  shares of common  stock and Series B  preferred  stock
votes on an as converted basis as 25 shares of common stock. As a result,  these
stockholders,  if they act  individually  or together,  may exert a  significant
degree of influence over our  management and affairs and over matters  requiring
stockholder  approval,  including  the  election of  directors  and  approval of
significant corporate transactions. In addition, this concentration of ownership
may delay or prevent a change in control of us and might affect the market price
of our common  stock,  even when a change in control may be in the best interest
of all  stockholders.  Furthermore,  the  interests  of  this  concentration  of
ownership  may not always  coincide with our interests or the interests of other
stockholders and accordingly,  they could cause us to enter into transactions or
agreements which we would not otherwise consider.

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

     Our  common  stock  trades on the  Over-The-Counter  Bulletin  Board.  As a
result,  the holders of our common  stock may find it more  difficult  to obtain
accurate quotations concerning the market value of the stock.  Stockholders also
may experience  greater  difficulties in attempting to sell the stock than if it
were listed on a stock exchange or quoted on the Nasdaq  National  Market or the
Nasdaq  Small-Cap  Market.  Because  our common  stock does not trade on a stock
exchange or on the Nasdaq National Market or the Nasdaq  Small-Cap  Market,  and
the market  price of the common  stock is less than $5.00 per share,  the common
stock qualifies as a "penny stock." SEC Rule 15g-9 under the Securities Exchange
Act of 1934 imposes  additional  sales practice  requirements on  broker-dealers
that  recommend the purchase or sale of penny stocks to persons other than those
who qualify as an  "established  customer"  or an  "accredited  investor."  This
includes the requirement  that a broker-dealer  must make a determination on the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application of the penny stock rules to our common stock could affect the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.

<PAGE>

              CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This   prospectus   contains  many   forward-looking   statements  that  involve
substantial  risks and  uncertainties.  You can  identify  these  statements  by
forward-looking words such as "may," "will," "expect," "anticipate,"  "believe,"
"estimate,"  and "continue" or similar words.  You should read  statements  that
contain  these words  carefully  because they  discuss our future  expectations,
contain  projections  of  our  future  operating  results  or of  our  financial
condition or state other "forward-looking" information.

We believe in the importance of  communicating  our future  expectations  to our
investors.  However, we may be unable to accurately predict or control events in
the future. The factors listed in the sections captioned "Risk Factors," as well
as any other cautionary language in this prospectus,  provide examples of risks,
uncertainties  and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.


                              SELLING STOCKHOLDERS

The table below sets forth  information  concerning  the resale of the shares of
common stock by the selling stockholders.  We will not receive any proceeds from
the resale of the common stock by the selling stockholders.
<TABLE>
<CAPTION>
Selling Stockholder                   Beneficial Ownership of   Shares to be Sold in the   Shares Beneficially Owned
                                       Shares of Common Stock               Offering (2)      After the Offering (2)
                                            Prior to Sale (1)
---------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                         <C>                         <C>
Serenity Capital LLC                              4,840,321                   1,500,000                   3,340,321
---------------------------------------------------------------------------------------------------------------------

<FN>


(1)  Beneficial ownership is determined in accordance with rules and regulations
     of the  Securities  and Exchange  Commission.  In  computing  the number of
     shares  beneficially  owned by a person,  shares of common stock subject to
     options or warrants held by that person that are currently  exercisable  or
     exercisable  within  60 days of the  date of  this  prospectus  are  deemed
     outstanding.  Except  as  indicated  in the  footnotes  to this  table  and
     pursuant to applicable  community  property laws, each stockholder named in
     the table has sole voting and  investment  power with respect to the shares
     beneficially owned by him. In this instance,  the selling stockholders each
     own  warrants  with  respect to which they are deemed to be the  beneficial
     owner of the shares of common  stock  issuable  upon the  exercise  of such
     warrants.

(2)  Assumes the shares of common stock  offered  hereby are sold by the selling
     stockholders.
</FN>

</TABLE>

<PAGE>



                              PLAN OF DISTRIBUTION

     The selling  stockholders and any of their pledgees,  donees,  transferees,
assignees or other  successors-in-interest  may, from time to time,  sell any or
all of the shares of common stock offered hereby on any stock  exchange,  market
or trading  facility on which the shares are traded or in private  transactions.
Our common stock currently trades on the Nasdaq OTC Bulletin Board. Any sales by
the  selling  stockholders  may be at fixed or  negotiated  prices.  The selling
stockholders  may use any one or more  of the  following  methods  when  selling
shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer  solicits  purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal   to   facilitate   the   transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer  for  its  account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable  exchange;

     o    privately negotiated transactions;

     o    short sales; o broker-dealers  may agree with the selling  stockholder
          to sell a specified  number of such shares at a  stipulated  price per
          share;

     o    a  combination  of any such  methods of sale;  and

     o    any other method permitted pursuant to applicable law.

     Broker-dealers  engaged by the selling  stockholders  may arrange for other
brokers dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved. The
selling  stockholders may from time to time pledge or grant a security  interest
in any of their  warrants or common  stock  issuable  upon  conversion  of their
warrants and, if they default in the  performance of their secured  obligations,
the  pledgees or secured  parties may offer and sell the shares  underlying  the
warrants from time to time under this prospectus.  The selling stockholders also
may transfer their  warrants or shares of common stock issuable upon  conversion
of their  warrants in other  circumstances,  in which case the pledges,  donees,
transferees,  assignees  or  other  successors-in-interest  will  be a  "selling
stockholder" for purposes of this prospectus.  The selling  stockholders and any
broker-dealers  or agents that are  involved in selling the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions  received by such  broker-dealers  or
agents  and any  profit on the  resale of the  shares  purchased  by them may be
deemed to be underwriting commissions or discounts under the Securities Act. The
selling  stockholders  have  informed us that they do not have any  agreement or
understanding,  directly or indirectly, with any person to distribute the common
stock.  We will not receive any proceeds from sales of any shares by the selling
stockholders.  However,  we will  receive  proceeds  upon  the  exercise  of any
warrants by the selling stockholders.

                                  LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon
by McCarter & English, LLP.

                                     EXPERTS

The consolidated financial statements of Veridium Corporation as of December 31,
2003 and 2002 have been audited by  WithumSmith + Brown,  P.C.,  an  independent
registered  public  accounting  firm, as stated in their report appearing herein
(which  report  expresses  an  unqualified  opinion).  We have  incorporated  by
reference our financial  statements included in our Annual Report on Form 10-KSB
for the fiscal year ended  December 31, 2003 in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.




<PAGE>


                      INFORMATION INCORPORATED BY REFERENCE

The  Securities  and Exchange  Commission  allows us to incorporate by reference
certain of our publicly-filed  documents into this prospectus,  which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents  subsequently
filed by us  pursuant to Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934 until the selling  stockholders have sold all of the shares
offered hereby or such shares have been  deregistered.  The Registrant's  annual
report on Form 10-KSB,  as filed with the SEC on April 21, 2004,  and  quarterly
report on Form  10-QSB,  as filed  with the SEC on August 13,  2004,  are hereby
incorporated by reference. We will provide without charge to each person to whom
a copy of this prospectus has been delivered,  on written or oral request a copy
of any or all of the  documents  incorporated  by reference in this  prospectus,
other than exhibits to such documents.  Written or oral requests for such copies
should  be  directed  to  Kevin  Kreisler,  Chief  Executive  Officer,  Veridium
Corporation, 1 Jasper Street, Paterson, New Jersey 07522.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Our By-laws,  as amended,  provide to the fullest  extent  permitted by Delaware
law,  our  directors  or officers  shall not be  personally  liable to us or our
shareholders  for damages for breach of such  director's or officer's  fiduciary
duty.  The effect of this  provision of our  Certificate  of  Incorporation,  as
amended, is to eliminate our rights and our shareholders (through  shareholders'
derivative suits on behalf of our company) to recover damages against a director
or officer  for breach of the  fiduciary  duty of care as a director  or officer
(including  breaches  resulting from negligent or grossly  negligent  behavior),
except  under  certain  situations  defined  by  statute.  We  believe  that the
indemnification provisions in our Certificate of Incorporation,  as amended, are
necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is,  therefore,  unenforceable.  The  Company's  Bylaws
provide  that no  director  of the  Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director  except as limited by Delaware  law.  The  Company's  Bylaws  further
provide that the Company  shall  indemnify to the full extent  authorized by law
each of its directors and officers against expenses  incurred in connection with
any proceeding arising by reason of the fact that such person is or was an agent
of the corporation.



<PAGE>



                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

This  prospectus is part of a  Registration  Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this  prospectus in  accordance  with the rules of the SEC. We file annual,
quarterly and special reports,  proxy statements and other  information with the
SEC.  You can inspect and copy the  Registration  Statement  as well as reports,
proxy statements and other  information we have filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW,  Washington,  D.C.
20549, and at the following Regional Offices of the SEC Northwest Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. You can obtain copies from the
public  reference  room of the SEC at 450 Fifth  Street,  NW,  Washington,  D.C.
20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330  for
further  information  about the public  reference  room. We are also required to
file electronic  versions of these documents with the SEC, which may be accessed
through the SEC's World Wide Web site at http://www.sec.gov. Our common stock is
quoted on The Over-The-Counter  Bulletin Board.  Reports,  proxy and information
statements  and other  information  concerning us may be inspected at The Nasdaq
Stock Market at 1735 K Street, NW, Washington, D.C. 20006.

No dealer,  salesperson or other person is authorized to give any information or
to make any representations other than those contained in this prospectus,  and,
if given or made, such information or representations must not be relied upon as
having been  authorized by us. This  prospectus  does not constitute an offer to
buy any security other than the  securities  offered by this  prospectus,  or an
offer to sell or a solicitation  of an offer to buy any securities by any person
in any  jurisdiction  where such offer or  solicitation  is not authorized or is
unlawful.  Neither  delivery of this  prospectus nor any sale  hereunder  shall,
under any circumstances, create any implication that there has been no change in
the affairs of our company since the date hereof.



                        4,000,000 SHARES OF COMMON STOCK



                                   PROSPECTUS



                                November 8, 2004



<PAGE>


PART I

ITEM 1.  PLAN INFORMATION

The documents  containing  the  information  specified in Item 1 will be sent or
given to participants in the Registrant's 2003 Stock Option/Stock  Issuance Plan
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION; THE 2003 STOCK OPTION/STOCK ISSUANCE PLAN

Upon written or oral request, any of the documents  incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2003
Stock  Option/Stock  Issuance  Plan are available  without  charge by contacting
Kevin Kreisler, Chief Executive Officer, Veridium Corporation,  1 Jasper Street,
Paterson, New Jersey 07522.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant  hereby  incorporates by reference the documents listed below and
any future filings made with the SEC under all documents  subsequently  filed by
us pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act
of 1934  until the  selling  stockholders  have sold all of the  shares  offered
hereby or such shares have been deregistered.  The Registrant's annual report on
Form 10-KSB,  as filed with the SEC on April 21, 2004,  and quarterly  report on
Form 10-QSB,  as filed with the SEC on August 13, 2004, are hereby  incorporated
by reference.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is,  therefore,  unenforceable.  The  Company's  Bylaws
provide  that no  director  of the  Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director  except as limited by Delaware  law.  The  Company's  Bylaws  further
provide that the Company  shall  indemnify to the full extent  authorized by law
each of its directors and officers against expenses  incurred in connection with
any proceeding arising by reason of the fact that such person is or was an agent
of the corporation.

Insofar as indemnification for liabilities may be invoked to disclaim liability
for damages arising under the Securities Act of 1933, as amended, or the
Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

None.



<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 & Enlgish,, LLP (included in Exhibit 5.1)

ITEM 9.           UNDERTAKINGS

(A) The undersigned registrant hereby undertakes:

(1)  To file,  during  the  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement.

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;
          provided,  however,  that  paragraphs  (A)(1)(i) and (A)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  registrant  pursuant to
          Section  13 or 15(d) of the  Exchange  Act  that are  incorporated  by
          reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(B)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(C)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.


<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

              /S/      KEVIN E. KREISLER
By:                    KEVIN E. KREISLER
                       Chairman and Chief Executive Officer
Date:                  November 8, 2004

     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 and Chief Executive Officer
Date:                    November 8, 2004

                /S/      JIM GREEN
By:                      JIM GREEN
                         President, Chief Operational Officer and
                           Acting Chief Financial Officer
Date:                    November 8, 2004

                /S/      RICHARD KRABLIN
By:                      RICHARD KRABLIN
                         Secretary and Chief Compliance Officer
Date:                    November 8, 2004

                /S/      JAMES HANRAHAN
                         Director
Date:                    November 8, 2004

                /S/      STEPHEN LEWEN
                         Director
Date:                    November 8, 2004





<PAGE>



<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "forms8.txt", "description": "FORM S-8 - NOVEMBER 8, 2004", "secsgml_size_bytes": 51179}]
{"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": "333-120298", "film-number": "041126503"}, "mail-address": {"street1": "ONE JASPER ST", "city": "PATERSON", "state": "NJ", "zip": "07522"}}
As filed with the Securities and Exchange
Commission on November 8, 2004                           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 and Chief Executive Officer
                              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                $0.12                  $480,000                 $61
------------------------- ---------------------- ----------------------- ------------------------ -------------------
(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 October 28, 2004.
EXPLANATORY NOTE

This  registration  statement  contains  two  parts.  The  first  part  of  this
registration  statement contains a prospectus prepared in accordance with Part I
of Form S-3, pursuant to General Instruction C to Form S-8. The prospectus filed
as part of this Registration  Statement has been prepared in accordance with the
requirements  of Form  S-3  and  may be used  for  reofferings  and  resales  of
registered  shares of common  stock  which have been  issued  upon the grants of
common  stock  to  employees,  non-employee  directors  and  consultants  of the
Company. The second part of this registration  statement covers the registration
of  2,500,000  shares  of  common  stock to be  issued  in  connection  with the
Company's  2003  Stock  Option/Stock  Issuance  Plan  and  contains  information
required under Part II of Form S-8.

                                   PROSPECTUS

                              VERIDIUM CORPORATION

                        4,000,000 Shares of Common Stock

This prospectus relates to the sale of up to 4,000,000 shares of common stock of
Veridium  Corporation  offered by certain holders of our securities  acquired by
their compensation agreements with Veridium Corporation.  Of such shares, we are
registering 2,500,000 shares of common stock to be issued in connection with our
2003 Stock Option/Stock  Issuance Plan. The shares may be offered by the selling
stockholders   from  time  to  time  in  regular  brokerage   transactions,   in
transactions  directly  with market  makers or in certain  privately  negotiated
transactions.  For  additional  information  on the methods of sale,  you should
refer to the section entitled "Plan of Distribution." We will not receive any of
the proceeds  from the sale of the shares by the selling  stockholders.  Each of
the selling  stockholders may be deemed to be an  "underwriter," as such term is
defined in the Securities Act of 1933.

Our common stock trades on the Over-The-Counter  Bulletin Board under the symbol
"VRDM." On October  28,  2004,  the closing  sale price of the common  stock was
$0.12 per share.

The securities offered hereby are speculative and involve a high degree of risk.
See the section titled "Risk Factors," below.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS  IS TRUTHFUL OR  COMPLETE.  ANY  REPRESENTATION  TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                The date of this prospectus is November 8, 2004.
--------------------------------------------------------------------------------
No  dealer,  salesperson  or  other  person  has  been  authorized  to give  any
information or to make any  representations  other than those  contained in this
prospectus,  and if given or made, such information or representations  must not
be relied upon as having been authorized by us, the Selling  Stockholders or any
underwriter.  This  prospectus  does  not  constitute  an  offer  to sell or the
solicitation of an offer to buy any security other than the common stock offered
by this prospectus, or an offer to sell or a solicitation of an offer to buy any
security by any person in any  jurisdiction  in which such offer or solicitation
would be  unlawful.  Neither the delivery of this  prospectus  nor any sale made
hereunder  shall,  under any  circumstances,  imply that the information in this
prospectus is correct as of any time subsequent to the date of this  prospectus.
--------------------------------------------------------------------------------

                                TABLE OF CONTENTS
Page
Prospectus Summary                                                                                      3
Risk Factors                                                                                            5
Selling Stockholders                                                                                    8
Plan of Distribution                                                                                    9
Information Incorporated by Reference                                                                  10
Disclosure of Commission Position on Indemnification For Securities Act Liabilities                    10
Available Information                                                                                  11
[GRAPHIC OMITTED]
                               PROSPECTUS SUMMARY

You  should  read this  summary  together  with the more  detailed  information,
including our financial  statements  and related notes,  appearing  elsewhere in
this prospectus.  In this prospectus,  "we", "us", "our" and "the Company" refer
to Veridium Corporation unless the context requires otherwise.

                              VERIDIUM CORPORATION

     We  are  an  environmental   services   provider  that  uses  patented  and
proprietary  green  technologies  to  recycle,  reuse  and mine all  recoverable
resources  from   industrial   hazardous   wastes  in  a  safe,   compliant  and
cost-effective manner. Our services include:

o    Recycling  Services - we provide the service of recycling  hazardous wastes
     (for which we charge retail and wholesale  tipping fees that are comparable
     to disposal fees), from which we mine commodities (which we then market and
     sell to manufacturers); and

o    Environmental  Services - for similar  tipping fees, we provide a series of
     broader value-added environmental services incidental to and in furtherance
     of our recycling services, including transportation, distribution, remedial
     and other related services.

We  intend  to  build a fully  integrated  national  hazardous  waste  recycling
company. We plan to do this in several ways: organically,  through the expansion
of our existing services, acquisitively,  through the accretive consolidation of
strategic assets, and through the ongoing development and  commercialization  of
profitable  green  technologies.  Our  ambition  is to be viewed as the  leading
provider of value-added,  environmentally conscious and cost-effective hazardous
waste management services based on our green technologies.

                                   OUR OFFICES

Our principal executive offices are located at One Jasper Street,  Paterson, New
Jersey 07522, and our telephone  number is (973) 942-7700.  Our Internet address
is  www.veridium.com.  The  information on our web site is not  incorporated  by
reference into, and does not constitute part of, this prospectus.

                                  THE OFFERING

Shares of common stock offered     4,000,000

Use of Proceeds                    We will not be receiving any proceeds from
                                   the sale of the shares of common stock
                                   offered in this prospectus.

OTC Bulletin Board Symbol          VRDM
RISK FACTORS

Prospective  investors  should  carefully  consider the  following  factors,  in
addition to the other  information  contained in this prospectus,  in connection
with an investment in the common stock offered hereby.  This prospectus contains
certain forward-looking statements,  which involve risks and uncertainties.  Our
actual  results  could  differ   materially   from  those   anticipated  in  the
forward-looking  statements as a result of certain factors,  including those set
forth below and elsewhere in this prospectus.  An investment in the common stock
offered hereby involves a high degree of risk and is suitable only for investors
who are able to afford to lose their entire investment.

Despite our recent net income,  we have a history of losses from operations,  we
have received a going concern  opinion from our  independent  registered  public
accounting  firm,  and may incur  additional  losses in the future  which  could
adversely affect our operations and your investment in our common stock.

     We posted an audited net loss of  $14,220,040  for the year ended  December
31, 2003.  Our  accumulated  deficit was  $26,971,713  at December 31, 2003. Our
unaudited  consolidated  balance  sheet  as  of  June  30,  2004,  reflected  an
accumulated  deficit  of  $27,084,545.  As of June  30,  2004  the  Company  had
approximately  $233,000 in cash, and current liabilities  exceeded current assts
by  approximately   $1,799,000   including  $744,000  in  liabilities  that  are
convertible into equity.  If we fail to sustain  profitability in the future, we
may be  unable to fund our  continuing  operations.  As a result of the  matters
described  in  the  preceding  paragraph,   the  Independent  Registered  Public
Accounting  Firms'  Report on our  financial  statements  includes  a  paragraph
indicating doubt about our ability to continue as a going concern. The financial
statements  included in the prospectus do not include any adjustments that might
be necessary if we are unable to continue as a going concern.

Our industrial waste management services subject us to potential environmental
liability.

     Our business of rendering  services in connection with management of waste,
including  certain types of hazardous  waste,  subjects us to risks of liability
for damages. Such liability could involve, without limitation:

o    claims for clean-up costs,  personal injury or damage to the environment in
     cases in which we are held  responsible  for the  release of  hazardous  or
     radioactive materials; and

o    claims of employees,  customers,  or third  parties for personal  injury or
     property damage occurring in the course of our operations.

     We could also be deemed a  responsible  party for the cost of cleaning  any
property which may be contaminated by hazardous  substances  generated by us and
disposed  at  such  property  or  transported  by us to a site  selected  by us,
including properties we own or lease.

The conversion of our convertible debentures and exercise of our outstanding
warrants and options could cause the market price of our common stock to fall,
and may have dilution and other effects on our existing stockholders.

     The conversion of our outstanding convertible debentures,  and the exercise
of our  outstanding  warrants and options  could result in the issuance of up to
7,070,348 shares of common stock,  assuming all outstanding warrants and options
are  currently  exercisable  and  subject  to  adjustment  pursuant  to  certain
anti-dilution  provisions.   Such  issuances  would  reduce  the  percentage  of
ownership of our existing  common  stockholders  and could,  among other things,
depress the price of our common stock.  This result could  detrimentally  affect
our ability to raise additional equity capital.  In addition,  the sale of these
additional  shares of common  stock may cause the  market  price of our stock to
decrease.

If we cannot  maintain  our  government  permits or cannot  obtain any  required
permits, we may not be able to continue or expand our operations.

     Our business is subject to extensive,  evolving, and increasingly stringent
federal,  state, and local  environmental  laws and  regulations.  Such federal,
state,  and local  environmental  laws and  regulations  govern  our  activities
regarding the treatment,  storage,  recycling,  disposal,  and transportation of
hazardous and non-hazardous waste. We must obtain and maintain permits, licenses
and/or  approvals to conduct these  activities in compliance  with such laws and
regulations.  Failure to obtain and  maintain  the  required  permits,  licenses
and/or  approvals  would have a material  adverse  effect on our  operations and
financial condition. If we are unable to maintain our currently
held  permits,  licenses,  and/or  approvals or obtain any  additional  permits,
licenses and/or approvals which may be required as we expand our operations,  we
may not be able to continue certain of our operations.

Changes in environmental regulations and enforcement policies could subject us
to additional liability and adversely affect our ability to continue certain
operations due to the regulated nature of our operations.

     Because the environmental  industry continues to develop rapidly, we cannot
predict the extent to which our operations may be affected by future enforcement
policies as applied to existing laws, by changes to current  environmental  laws
and regulations,  or by the enactment of new environmental laws and regulations.
Any  predictions  regarding  possible  liability under such laws are complicated
further by current  environmental  laws which  provide  that we could be liable,
jointly and severally, for certain activities of third parties over whom we have
limited or no control.

As our operations expand, we may be subject to increased litigation which could
have a negative impact on our future financial results.

     Our  operations  are regulated by numerous laws  regarding  procedures  for
waste treatment, storage, recycling, transportation and disposal activities, all
of which may provide the basis for litigation  against us. In recent years,  the
waste  treatment  industry has  experienced a significant  increase in so-called
"toxic-tort"  litigation as those injured by  contamination  seek to recover for
personal  injuries or property  damage.  We believe that as our  operations  and
activities  expand,  there  will be a  similar  increase  in the  potential  for
litigation  alleging  that we are  responsible  for  contamination  or pollution
caused  by  our  normal  operations,  negligence  or  other  misconduct,  or for
accidents which occur in the course of our business activities. Such litigation,
if significant and not adequately  insured  against,  could adversely affect our
financial  condition  and  our  ability  to  fund  our  operations.   Protracted
litigation  would  likely  cause us to spend  significant  amounts  of our time,
effort and  money.  This could  prevent  our  management  from  focusing  on our
operations and expansion.

If we cannot maintain adequate insurance coverage, we will be unable to continue
certain operations.

     Our  business  exposes us to various  risks,  including  claims for causing
damage to  property  and  injuries to persons  who may  involve  allegations  of
negligence  or  professional  errors  or  omissions  in the  performance  of our
services.  Such  claims  could be  substantial.  We believe  that our  insurance
coverage is  presently  adequate and similar to, or greater  than,  the coverage
maintained  by other  companies in the industry of our size. If we are unable to
obtain  adequate  or  required  insurance  coverage  in the  future  or,  if our
insurance is not  available at  affordable  rates,  we would  violate our permit
conditions  and  other  requirements  of  the  environmental   laws,  rules  and
regulations  under which we operate.  Such violations  would render us unable to
continue  certain of our operations.  These events would have a material adverse
effect on our financial condition.

Our operations will suffer if we are unable to manage our rapid growth.

     We are currently  experiencing  a period of rapid growth  through  internal
expansion and strategic acquisitions. This growth has placed, and could continue
to place, a significant strain on our management, personnel and other resources.
Our  ability to grow will  require us to  effectively  manage our  collaborative
arrangements  and to  continue  to  improve  our  operational,  management,  and
financial systems and controls,  and to successfully train,  motivate and manage
our  employees.  If we are unable to effectively  manage our growth,  we may not
realize the  expected  benefits of such growth,  and such  failure  could have a
material adverse effect on our operations and financial condition.

If we are unable to protect our  proprietary  technologies,  our growth could be
limited.

     Our  success is  connected  to our  ability  to  maintain  our  proprietary
technologies.  The steps taken by us to protect our proprietary technologies may
not be  adequate  to prevent  misappropriation  of these  technologies  by third
parties.  Misappropriation  of our proprietary  technology could have an adverse
effect  on  our   operations  and  financial   condition.   Changes  to  current
environmental  laws and regulations  also could limit the use of our proprietary
technology.

We may have  difficulty  integrating our recent  acquisitions  into our existing
operations.

     Our recent acquisitions will involve the integration of companies that have
previously   operated   independently   from  us,  with   focuses  on  different
geographical areas. We cannot assure you that we will be able to fully integrate
the  operations  of  these  companies  without   encountering   difficulties  or
experiencing the loss of key
employees or customers of such companies. In addition, we cannot assure you that
the benefits expected from such integration will be realized.

Key personnel are critical to our business and our future success depends on our
ability to retain them.

     Our  success   depends  on  the   contributions   of  our  key  management,
environmental and engineering personnel. The loss of these officers could have a
material adverse effect on our operations,  revenues, prospects, and our ability
to raise  additional  funds. Our future success depends on our ability to retain
and  expand  our  staff  of   qualified   personnel,   including   environmental
technicians,  sales personnel and engineers. Without qualified personnel, we may
incur delays in rendering our services or be unable to render certain  services.
We cannot be certain  that we will be  successful  in our efforts to attract and
retain qualified personnel as their availability is limited due to the demand of
hazardous waste  management  services and the highly  competitive  nature of the
hazardous waste management industry.  We do not maintain key person insurance on
any of our employees, officers or directors.

If  environmental  regulation  or  enforcement  is  relaxed,  the demand for our
services will decrease.

     The demand for our services is  substantially  dependent  upon the public's
concern with, the  continuation and  proliferation  of, the laws and regulations
governing  the  treatment,  storage,  recycling,  and disposal of hazardous  and
non-hazardous  waste. A decrease in the level of public  concern,  the repeal or
modification  of  these  laws,  or any  significant  relaxation  of  regulations
relating to the treatment,  storage,  recycling, and disposal of hazardous waste
and low-level  radioactive waste would  significantly  reduce the demand for our
services  and  could  have a  material  adverse  effect  on our  operations  and
financial condition. We are not aware of any current federal or state government
or agency  efforts in which a moratorium  or  limitation  has been,  or will be,
placed upon the creation of new hazardous  waste  regulations  that would have a
material adverse effect on us.

Some of our  existing  stockholders  can exert  control over us and may not make
decisions that further the best interests of all stockholders.

     Our  officers,  directors  and  principal  stockholders  (greater  than  5%
stockholders)  together  control  approximately  18% of our  outstanding  common
stock,  100%  of our  outstanding  Series  A  preferred  stock,  and  98% of our
outstanding  Series B preferred  stock.  Series A preferred stock votes on an as
converted  basis as five  shares of common  stock and Series B  preferred  stock
votes on an as converted basis as 25 shares of common stock. As a result,  these
stockholders,  if they act  individually  or together,  may exert a  significant
degree of influence over our  management and affairs and over matters  requiring
stockholder  approval,  including  the  election of  directors  and  approval of
significant corporate transactions. In addition, this concentration of ownership
may delay or prevent a change in control of us and might affect the market price
of our common  stock,  even when a change in control may be in the best interest
of all  stockholders.  Furthermore,  the  interests  of  this  concentration  of
ownership  may not always  coincide with our interests or the interests of other
stockholders and accordingly,  they could cause us to enter into transactions or
agreements which we would not otherwise consider.

Our common stock qualifies as a "penny stock" under SEC rules which may make it
more difficult for our stockholders to resell their shares of our common stock.

     Our  common  stock  trades on the  Over-The-Counter  Bulletin  Board.  As a
result,  the holders of our common  stock may find it more  difficult  to obtain
accurate quotations concerning the market value of the stock.  Stockholders also
may experience  greater  difficulties in attempting to sell the stock than if it
were listed on a stock exchange or quoted on the Nasdaq  National  Market or the
Nasdaq  Small-Cap  Market.  Because  our common  stock does not trade on a stock
exchange or on the Nasdaq National Market or the Nasdaq  Small-Cap  Market,  and
the market  price of the common  stock is less than $5.00 per share,  the common
stock qualifies as a "penny stock." SEC Rule 15g-9 under the Securities Exchange
Act of 1934 imposes  additional  sales practice  requirements on  broker-dealers
that  recommend the purchase or sale of penny stocks to persons other than those
who qualify as an  "established  customer"  or an  "accredited  investor."  This
includes the requirement  that a broker-dealer  must make a determination on the
appropriateness  of  investments  in penny stocks for the customer and must make
special  disclosures  to the  customer  concerning  the  risks of penny  stocks.
Application of the penny stock rules to our common stock could affect the market
liquidity of the shares,  which in turn may affect the ability of holders of our
common stock to resell the stock.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This   prospectus   contains  many   forward-looking   statements  that  involve
substantial  risks and  uncertainties.  You can  identify  these  statements  by
forward-looking words such as "may," "will," "expect," "anticipate,"  "believe,"
"estimate,"  and "continue" or similar words.  You should read  statements  that
contain  these words  carefully  because they  discuss our future  expectations,
contain  projections  of  our  future  operating  results  or of  our  financial
condition or state other "forward-looking" information.

We believe in the importance of  communicating  our future  expectations  to our
investors.  However, we may be unable to accurately predict or control events in
the future. The factors listed in the sections captioned "Risk Factors," as well
as any other cautionary language in this prospectus,  provide examples of risks,
uncertainties  and events that may cause our actual results to differ materially
from the expectations we describe in our forward-looking statements.

                              SELLING STOCKHOLDERS

The table below sets forth  information  concerning  the resale of the shares of
common stock by the selling stockholders.  We will not receive any proceeds from
the resale of the common stock by the selling stockholders.
Selling Stockholder                   Beneficial Ownership of   Shares to be Sold in the   Shares Beneficially Owned
                                       Shares of Common Stock               Offering (2)      After the Offering (2)
                                            Prior to Sale (1)
---------------------------------------------------------------------------------------------------------------------
Serenity Capital LLC                              4,840,321                   1,500,000                   3,340,321
---------------------------------------------------------------------------------------------------------------------
(1)  Beneficial ownership is determined in accordance with rules and regulations
     of the  Securities  and Exchange  Commission.  In  computing  the number of
     shares  beneficially  owned by a person,  shares of common stock subject to
     options or warrants held by that person that are currently  exercisable  or
     exercisable  within  60 days of the  date of  this  prospectus  are  deemed
     outstanding.  Except  as  indicated  in the  footnotes  to this  table  and
     pursuant to applicable  community  property laws, each stockholder named in
     the table has sole voting and  investment  power with respect to the shares
     beneficially owned by him. In this instance,  the selling stockholders each
     own  warrants  with  respect to which they are deemed to be the  beneficial
     owner of the shares of common  stock  issuable  upon the  exercise  of such
     warrants.

(2)  Assumes the shares of common stock  offered  hereby are sold by the selling
     stockholders.
PLAN OF DISTRIBUTION

     The selling  stockholders and any of their pledgees,  donees,  transferees,
assignees or other  successors-in-interest  may, from time to time,  sell any or
all of the shares of common stock offered hereby on any stock  exchange,  market
or trading  facility on which the shares are traded or in private  transactions.
Our common stock currently trades on the Nasdaq OTC Bulletin Board. Any sales by
the  selling  stockholders  may be at fixed or  negotiated  prices.  The selling
stockholders  may use any one or more  of the  following  methods  when  selling
shares:

     o    ordinary   brokerage   transactions  and  transactions  in  which  the
          broker-dealer  solicits  purchasers;

     o    block  trades  in which the  broker-dealer  will  attempt  to sell the
          shares as agent but may  position and resell a portion of the block as
          principal   to   facilitate   the   transaction;

     o    purchases  by  a   broker-dealer   as  principal  and  resale  by  the
          broker-dealer  for  its  account;

     o    an  exchange   distribution  in  accordance  with  the  rules  of  the
          applicable  exchange;

     o    privately negotiated transactions;

     o    short sales; o broker-dealers  may agree with the selling  stockholder
          to sell a specified  number of such shares at a  stipulated  price per
          share;

     o    a  combination  of any such  methods of sale;  and

     o    any other method permitted pursuant to applicable law.

     Broker-dealers  engaged by the selling  stockholders  may arrange for other
brokers dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the selling  stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  selling  stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved. The
selling  stockholders may from time to time pledge or grant a security  interest
in any of their  warrants or common  stock  issuable  upon  conversion  of their
warrants and, if they default in the  performance of their secured  obligations,
the  pledgees or secured  parties may offer and sell the shares  underlying  the
warrants from time to time under this prospectus.  The selling stockholders also
may transfer their  warrants or shares of common stock issuable upon  conversion
of their  warrants in other  circumstances,  in which case the pledges,  donees,
transferees,  assignees  or  other  successors-in-interest  will  be a  "selling
stockholder" for purposes of this prospectus.  The selling  stockholders and any
broker-dealers  or agents that are  involved in selling the shares may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales. In such event, any commissions  received by such  broker-dealers  or
agents  and any  profit on the  resale of the  shares  purchased  by them may be
deemed to be underwriting commissions or discounts under the Securities Act. The
selling  stockholders  have  informed us that they do not have any  agreement or
understanding,  directly or indirectly, with any person to distribute the common
stock.  We will not receive any proceeds from sales of any shares by the selling
stockholders.  However,  we will  receive  proceeds  upon  the  exercise  of any
warrants by the selling stockholders.

                                  LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon
by McCarter & English, LLP.

                                     EXPERTS

The consolidated financial statements of Veridium Corporation as of December 31,
2003 and 2002 have been audited by  WithumSmith + Brown,  P.C.,  an  independent
registered  public  accounting  firm, as stated in their report appearing herein
(which  report  expresses  an  unqualified  opinion).  We have  incorporated  by
reference our financial  statements included in our Annual Report on Form 10-KSB
for the fiscal year ended  December 31, 2003 in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
INFORMATION INCORPORATED BY REFERENCE

The  Securities  and Exchange  Commission  allows us to incorporate by reference
certain of our publicly-filed  documents into this prospectus,  which means that
such information is considered part of this prospectus. Information that we file
with the SEC subsequent to the date of this prospectus will automatically update
and supersede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under all documents  subsequently
filed by us  pursuant to Section  13(a),  13(c),  14 or 15(d) of the  Securities
Exchange Act of 1934 until the selling  stockholders have sold all of the shares
offered hereby or such shares have been  deregistered.  The Registrant's  annual
report on Form 10-KSB,  as filed with the SEC on April 21, 2004,  and  quarterly
report on Form  10-QSB,  as filed  with the SEC on August 13,  2004,  are hereby
incorporated by reference. We will provide without charge to each person to whom
a copy of this prospectus has been delivered,  on written or oral request a copy
of any or all of the  documents  incorporated  by reference in this  prospectus,
other than exhibits to such documents.  Written or oral requests for such copies
should  be  directed  to  Kevin  Kreisler,  Chief  Executive  Officer,  Veridium
Corporation, 1 Jasper Street, Paterson, New Jersey 07522.

              DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
                         FOR SECURITIES ACT LIABILITIES

Our By-laws,  as amended,  provide to the fullest  extent  permitted by Delaware
law,  our  directors  or officers  shall not be  personally  liable to us or our
shareholders  for damages for breach of such  director's or officer's  fiduciary
duty.  The effect of this  provision of our  Certificate  of  Incorporation,  as
amended, is to eliminate our rights and our shareholders (through  shareholders'
derivative suits on behalf of our company) to recover damages against a director
or officer  for breach of the  fiduciary  duty of care as a director  or officer
(including  breaches  resulting from negligent or grossly  negligent  behavior),
except  under  certain  situations  defined  by  statute.  We  believe  that the
indemnification provisions in our Certificate of Incorporation,  as amended, are
necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is,  therefore,  unenforceable.  The  Company's  Bylaws
provide  that no  director  of the  Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director  except as limited by Delaware  law.  The  Company's  Bylaws  further
provide that the Company  shall  indemnify to the full extent  authorized by law
each of its directors and officers against expenses  incurred in connection with
any proceeding arising by reason of the fact that such person is or was an agent
of the corporation.
WHERE YOU CAN FIND ADDITIONAL INFORMATION

This  prospectus is part of a  Registration  Statement on Form S-8 that we filed
with the SEC. Certain information in the Registration Statement has been omitted
from this  prospectus in  accordance  with the rules of the SEC. We file annual,
quarterly and special reports,  proxy statements and other  information with the
SEC.  You can inspect and copy the  Registration  Statement  as well as reports,
proxy statements and other  information we have filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW,  Washington,  D.C.
20549, and at the following Regional Offices of the SEC Northwest Atrium Center,
500 West Madison Street, Chicago, Illinois 60661. You can obtain copies from the
public  reference  room of the SEC at 450 Fifth  Street,  NW,  Washington,  D.C.
20549, upon payment of certain fees. You can call the SEC at 1-800-732-0330  for
further  information  about the public  reference  room. We are also required to
file electronic  versions of these documents with the SEC, which may be accessed
through the SEC's World Wide Web site at http://www.sec.gov. Our common stock is
quoted on The Over-The-Counter  Bulletin Board.  Reports,  proxy and information
statements  and other  information  concerning us may be inspected at The Nasdaq
Stock Market at 1735 K Street, NW, Washington, D.C. 20006.

No dealer,  salesperson or other person is authorized to give any information or
to make any representations other than those contained in this prospectus,  and,
if given or made, such information or representations must not be relied upon as
having been  authorized by us. This  prospectus  does not constitute an offer to
buy any security other than the  securities  offered by this  prospectus,  or an
offer to sell or a solicitation  of an offer to buy any securities by any person
in any  jurisdiction  where such offer or  solicitation  is not authorized or is
unlawful.  Neither  delivery of this  prospectus nor any sale  hereunder  shall,
under any circumstances, create any implication that there has been no change in
the affairs of our company since the date hereof.

                        4,000,000 SHARES OF COMMON STOCK

                                   PROSPECTUS

                                November 8, 2004
PART I

ITEM 1.  PLAN INFORMATION

The documents  containing  the  information  specified in Item 1 will be sent or
given to participants in the Registrant's 2003 Stock Option/Stock  Issuance Plan
as specified by Rule  428(b)(1) of the  Securities  Act of 1933, as amended (the
"Securities  Act"). Such documents are not required to be and are not filed with
the  Securities  and  Exchange  Commission  (the  "SEC")  either as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These  documents and the documents  incorporated  by reference in this
Registration  Statement  pursuant  to Item 3 of Part II of this Form S-8,  taken
together,  constitute a prospectus that meets the  requirements of Section 10(a)
of the Securities Act.

ITEM 2.  REGISTRANT INFORMATION; THE 2003 STOCK OPTION/STOCK ISSUANCE PLAN

Upon written or oral request, any of the documents  incorporated by reference in
Item  3  of  Part  II  of  this  Registration  Statement  (which  documents  are
incorporated  by reference in this Section 10(a)  Prospectus),  other  documents
required to be  delivered  to eligible  employees,  non-employee  directors  and
consultants,  pursuant to Rule 428(b) or additional  information  about the 2003
Stock  Option/Stock  Issuance  Plan are available  without  charge by contacting
Kevin Kreisler, Chief Executive Officer, Veridium Corporation,  1 Jasper Street,
Paterson, New Jersey 07522.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant  hereby  incorporates by reference the documents listed below and
any future filings made with the SEC under all documents  subsequently  filed by
us pursuant to Section 13(a),  13(c), 14 or 15(d) of the Securities Exchange Act
of 1934  until the  selling  stockholders  have sold all of the  shares  offered
hereby or such shares have been deregistered.  The Registrant's annual report on
Form 10-KSB,  as filed with the SEC on April 21, 2004,  and quarterly  report on
Form 10-QSB,  as filed with the SEC on August 13, 2004, are hereby  incorporated
by reference.

ITEM 4.  DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is,  therefore,  unenforceable.  The  Company's  Bylaws
provide  that no  director  of the  Company  shall be  personally  liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director  except as limited by Delaware  law.  The  Company's  Bylaws  further
provide that the Company  shall  indemnify to the full extent  authorized by law
each of its directors and officers against expenses  incurred in connection with
any proceeding arising by reason of the fact that such person is or was an agent
of the corporation.

Insofar as indemnification for liabilities may be invoked to disclaim liability
for damages arising under the Securities Act of 1933, as amended, or the
Securities Act of 1934, (collectively, the "Acts") as amended, it is the
position of the Securities and Exchange Commission that such indemnification is
against public policy as expressed in the Acts and are therefore, unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

None.
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 & Enlgish,, LLP (included in Exhibit 5.1)

ITEM 9.           UNDERTAKINGS

(A) The undersigned registrant hereby undertakes:

(1)  To file,  during  the  period in which  offers or sales are being  made,  a
     post-effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of the  registration  statement  (or the  most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the   "Calculation  of  Registration   Fee"  table  in  the  effective
          registration statement.

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously disclosed in the registration statement or
          any material change to such information in the registration statement;
          provided,  however,  that  paragraphs  (A)(1)(i) and (A)(1)(ii) do not
          apply if the information  required to be included in a  post-effective
          amendment by those  paragraphs is contained in periodic  reports filed
          with or  furnished to the  Commission  by the  registrant  pursuant to
          Section  13 or 15(d) of the  Exchange  Act  that are  incorporated  by
          reference in the registration statement.

(2)  That, for the purpose of determining any liability under the Securities Act
     of 1933,  each such  post-effective  amendment  shall be deemed to be a new
     registration  statement relating to the securities offered therein, and the
     offering of such  securities at that time shall be deemed to be the initial
     bona fide offering thereof.

(3)  To remove from  registration by means of a post-effective  amendment any of
     the securities  being  registered which remain unsold at the termination of
     the offering.

(B)  The  undersigned   registrant  hereby  undertakes  that,  for  purposes  of
     determining  any liability under the Securities Act of 1933, each filing of
     the  registrant's  annual report  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934 (and, where applicable,  each filing of an
     employee  benefit  plan's  annual  report  pursuant to Section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof.

(C)  Insofar as indemnification for liabilities arising under the Securities Act
     of 1933 may be permitted to directors,  officers and controlling persons of
     the  registrant  pursuant to the foregoing  provisions,  or otherwise,  the
     registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
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

              /S/      KEVIN E. KREISLER
By:                    KEVIN E. KREISLER
                       Chairman and Chief Executive Officer
Date:                  November 8, 2004

     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 and Chief Executive Officer
Date:                    November 8, 2004

                /S/      JIM GREEN
By:                      JIM GREEN
                         President, Chief Operational Officer and
                           Acting Chief Financial Officer
Date:                    November 8, 2004

                /S/      RICHARD KRABLIN
By:                      RICHARD KRABLIN
                         Secretary and Chief Compliance Officer
Date:                    November 8, 2004

                /S/      JAMES HANRAHAN
                         Director
Date:                    November 8, 2004

                /S/      STEPHEN LEWEN
                         Director
Date:                    November 8, 2004