SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                              ---------------------

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO.: 0-50469

                          Date of Report: April 4, 2005

                              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)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

================================================================================

<PAGE>

On March 31, 2005,  the Company  entered into an Asset  Purchase  Agreement with
North  Country  Environmental  Services,  Inc.  ("NCES"),  pursuant to which the
Company will acquire substantially all of NCES' assets used in its environmental
services  business  in return for the  assumption  and pay off by the Company of
liabilities totalling $533,000. This acquisition is expected to close during the
second quarter of 2005.

Item 9.01 Financial Statements and Exhibits

Exhibits:

10.1  Asset  Purchase  Agreement  between  Veridium  Corporation  and EnviroSafe
      Corp., together as the Purchaser, and North County Environmental Services,
      Inc.,  and NCES Equipment  Company,  Inc.,  together as the Seller,  dated
      March 31, 2005.

99.1  Press Release dated April 4, 2005.

                                   SIGNATURES


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


VERIDIUM CORPORATION


           /S/   James Green
           -----------------
By:              JAMES GREEN
                 President and Chief Executive Officer
Date:            April 4, 2005
{"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": "8-K", "act": "34", "file-number": "000-50469", "film-number": "05728829"}, "mail-address": {"street1": "ONE JASPER ST", "city": "PATERSON", "state": "NJ", "zip": "07522"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM 8-K
                              ---------------------

              CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                          COMMISSION FILE NO.: 0-50469

                          Date of Report: April 4, 2005

                              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)

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

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

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

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

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

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

================================================================================
On March 31, 2005,  the Company  entered into an Asset  Purchase  Agreement with
North  Country  Environmental  Services,  Inc.  ("NCES"),  pursuant to which the
Company will acquire substantially all of NCES' assets used in its environmental
services  business  in return for the  assumption  and pay off by the Company of
liabilities totalling $533,000. This acquisition is expected to close during the
second quarter of 2005.

Item 9.01 Financial Statements and Exhibits

Exhibits:

10.1  Asset  Purchase  Agreement  between  Veridium  Corporation  and EnviroSafe
      Corp., together as the Purchaser, and North County Environmental Services,
      Inc.,  and NCES Equipment  Company,  Inc.,  together as the Seller,  dated
      March 31, 2005.

99.1  Press Release dated April 4, 2005.

                                   SIGNATURES

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

VERIDIUM CORPORATION

           /S/   James Green
           -----------------
By:              JAMES GREEN
                 President and Chief Executive Officer
Date:            April 4, 2005