UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

           Date of Report (Date of earliest reported): April 29, 2005

                          VERIDICOM INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
               Delaware                                000-12382                             95-2577731
----------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                               <C>
    (State or Other Jurisdiction of            (Commission File Number)           (IRS Employer Identification No.)
    Incorporation or Organization)
----------------------------------------------------------------------------------------------------------------------
</TABLE>

 3800-999 3rd Avenue, Seattle, Washington                   98104-4023
    (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (206) 224-6206

                                   Copies to:
                                 Marc Ross, Esq.
                              Yoel Goldfeder, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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

[ ] 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))

<PAGE>

Item 1.01 Entry into a Material Definitive Agreement

      To obtain funding for the purpose of payment of legal settlements, general
corporate and operating purposes, including product development and
enhancements, sales and marketing efforts and payment of consulting and legal
fees, Veridicom International, Inc. (the "Company") entered into a Securities
Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd., AJW Partners, LLC, Alpha Capital, Enable
Growth Partners L.P., Whalehaven Capital Fund Limited, Meadowbrook Opportunity
Fund LLC and TCMP3 Partners (collectively, the "Investors") on February 25, 2005
for the sale of (i) $5,100,000 in callable secured convertible notes (the
"Notes") and (ii) stock purchase warrants (the "Warrants") to buy an aggregate
of 10,200,000 shares of our common stock.

      On February 25, 2005 the Investors purchased $1,700,000 in Notes and
received Warrants to purchase an aggregate of 3,400,000 shares of our common
stock. Between April 29, 2005 and May 9, 2005, the Investors purchased an
additional $1,700,000 in Notes and received Warrants to purchase an aggregate of
3,400,000 shares of our common stock.

      The Investors are obligated to provide the Company with an additional
$1,700,000 to be funded within five business days of the effectiveness of the
registration statement, so long as the Company's common stock is listed on the
American Stock Exchange.

      The Notes bear interest at 10%, mature three years from the date of
issuance, and are convertible into our common stock, at the Investors' option,
at $1.27. Based on this conversion price, the $5,100,000 callable secured
convertible notes, excluding interest, were convertible into 4,015,748 shares of
our common stock. However, if an event of default occurs and is continuing, the
conversion price of the Notes will be equal to the lesser of (i) $0.91 or (ii)
50.0% of the daily volume weighted average price of the Company's common stock
for the 5 days prior to the date a conversion notice is sent to the Company.

      The Company may prepay the Notes in the event that no event of default
exists, there are a sufficient number of shares available for conversion of the
callable secured convertible notes. The full principal amount of the Notes is
due upon default under the terms of Notes. In addition, we have granted the
Investors a security interest in substantially all of the Company's assets and
intellectual property as well as registration rights.

      The Warrants are exercisable until five years from the date of issuance.
Half of the Warrants are designated as Series A Warrants and have an exercise
price of $3.00 per share and the other half are designated as Series B Warrants
and have an exercise price of $5.00 per share. In addition, the exercise price
of the Warrants is adjusted in the event we issue common stock at a price below
market.

      The Investors have contractually agreed to restrict their ability to
convert the callable secured convertible notes and exercise the warrants and
receive shares of our common stock such that the number of shares of our common
stock held by them and their affiliates after such conversion or exercise does
not exceed 4.99% of our then issued and outstanding shares of our common stock.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
          Off-Balance Sheet Arrangement of a Registrant

      The sale of the Notes described in Item 1.01 was completed on February 25,
2005 with respect to $1,700,000 of the Notes and on May 9, 2005 with respect to
$1,700,000 of the Notes. As of the date hereof, the Company is obligated on
$3,400,000 in face amount of Notes issued to the Investors. The Notes are a debt
obligation arising other than in the ordinary course of business which
constitute a direct financial obligation of the Company.

<PAGE>

Item 3.02 Unregistered Sales of Equity Securities

      The Notes and Warrants described in Item 1.01 were offered and sold to the
Investors in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated thereunder. Each of the Investors is an accredited investor
as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933.



Item 9.01 Financial Statements and Exhibits

Exhibit
No.         Description
---         -----------

4.1         Form of 10% Secured Convertible Note issued February 25, 2005 (1)

4.2         Form of Warrant (A) issued February 25, 2005 (1)

4.3         Form of Warrant (B) issued February 25, 2005 (1)

4.4         Registration Rights Agreement dated February 25, 2005 (1)

4.5         Form of 10% Secured Convertible Note issued April 29, 2005

4.6         Form of Warrant (A) issued April 29, 2005

4.7         Form of Warrant (B) issued April 29, 2005

10.1        Securities Purchase Agreement dated February 25, 2005 (1)

10.2        Intellectual Property Security Agreement dated February 25, 2005 (1)

----------------------------------------
(1) Incorporated by reference to the exhibits to Registrants Form 8-K filed on
March 2, 2005.

<PAGE>

                                   SIGNATURES

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



                      Veridicom International, Inc.

Date: May 9, 2005     By: /s/Bashir Jaffer
                          ----------------------------------
                      Name: Bashir Jaffer
                      Title: Chief Financial Officer (Duly Authorized Officer)
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
   Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

           Date of Report (Date of earliest reported): April 29, 2005

                          VERIDICOM INTERNATIONAL, INC.
               (Exact name of registrant as specified in charter)
----------------------------------------------------------------------------------------------------------------------
               Delaware                                000-12382                             95-2577731
----------------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of            (Commission File Number)           (IRS Employer Identification No.)
    Incorporation or Organization)
----------------------------------------------------------------------------------------------------------------------
3800-999 3rd Avenue, Seattle, Washington                   98104-4023
    (Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (206) 224-6206

                                   Copies to:
                                 Marc Ross, Esq.
                              Yoel Goldfeder, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

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

[ ] 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

      To obtain funding for the purpose of payment of legal settlements, general
corporate and operating purposes, including product development and
enhancements, sales and marketing efforts and payment of consulting and legal
fees, Veridicom International, Inc. (the "Company") entered into a Securities
Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified
Partners, LLC, AJW Offshore, Ltd., AJW Partners, LLC, Alpha Capital, Enable
Growth Partners L.P., Whalehaven Capital Fund Limited, Meadowbrook Opportunity
Fund LLC and TCMP3 Partners (collectively, the "Investors") on February 25, 2005
for the sale of (i) $5,100,000 in callable secured convertible notes (the
"Notes") and (ii) stock purchase warrants (the "Warrants") to buy an aggregate
of 10,200,000 shares of our common stock.

      On February 25, 2005 the Investors purchased $1,700,000 in Notes and
received Warrants to purchase an aggregate of 3,400,000 shares of our common
stock. Between April 29, 2005 and May 9, 2005, the Investors purchased an
additional $1,700,000 in Notes and received Warrants to purchase an aggregate of
3,400,000 shares of our common stock.

      The Investors are obligated to provide the Company with an additional
$1,700,000 to be funded within five business days of the effectiveness of the
registration statement, so long as the Company's common stock is listed on the
American Stock Exchange.

      The Notes bear interest at 10%, mature three years from the date of
issuance, and are convertible into our common stock, at the Investors' option,
at $1.27. Based on this conversion price, the $5,100,000 callable secured
convertible notes, excluding interest, were convertible into 4,015,748 shares of
our common stock. However, if an event of default occurs and is continuing, the
conversion price of the Notes will be equal to the lesser of (i) $0.91 or (ii)
50.0% of the daily volume weighted average price of the Company's common stock
for the 5 days prior to the date a conversion notice is sent to the Company.

      The Company may prepay the Notes in the event that no event of default
exists, there are a sufficient number of shares available for conversion of the
callable secured convertible notes. The full principal amount of the Notes is
due upon default under the terms of Notes. In addition, we have granted the
Investors a security interest in substantially all of the Company's assets and
intellectual property as well as registration rights.

      The Warrants are exercisable until five years from the date of issuance.
Half of the Warrants are designated as Series A Warrants and have an exercise
price of $3.00 per share and the other half are designated as Series B Warrants
and have an exercise price of $5.00 per share. In addition, the exercise price
of the Warrants is adjusted in the event we issue common stock at a price below
market.

      The Investors have contractually agreed to restrict their ability to
convert the callable secured convertible notes and exercise the warrants and
receive shares of our common stock such that the number of shares of our common
stock held by them and their affiliates after such conversion or exercise does
not exceed 4.99% of our then issued and outstanding shares of our common stock.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
          Off-Balance Sheet Arrangement of a Registrant

      The sale of the Notes described in Item 1.01 was completed on February 25,
2005 with respect to $1,700,000 of the Notes and on May 9, 2005 with respect to
$1,700,000 of the Notes. As of the date hereof, the Company is obligated on
$3,400,000 in face amount of Notes issued to the Investors. The Notes are a debt
obligation arising other than in the ordinary course of business which
constitute a direct financial obligation of the Company.
Item 3.02 Unregistered Sales of Equity Securities

      The Notes and Warrants described in Item 1.01 were offered and sold to the
Investors in a private placement transaction made in reliance upon exemptions
from registration pursuant to Section 4(2) under the Securities Act of 1933 and
Rule 506 promulgated thereunder. Each of the Investors is an accredited investor
as defined in Rule 501 of Regulation D promulgated under the Securities Act of
1933.

Item 9.01 Financial Statements and Exhibits

Exhibit
No.         Description
---         -----------

4.1         Form of 10% Secured Convertible Note issued February 25, 2005 (1)

4.2         Form of Warrant (A) issued February 25, 2005 (1)

4.3         Form of Warrant (B) issued February 25, 2005 (1)

4.4         Registration Rights Agreement dated February 25, 2005 (1)

4.5         Form of 10% Secured Convertible Note issued April 29, 2005

4.6         Form of Warrant (A) issued April 29, 2005

4.7         Form of Warrant (B) issued April 29, 2005

10.1        Securities Purchase Agreement dated February 25, 2005 (1)

10.2        Intellectual Property Security Agreement dated February 25, 2005 (1)

----------------------------------------
(1) Incorporated by reference to the exhibits to Registrants Form 8-K filed on
March 2, 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.

                      Veridicom International, Inc.

Date: May 9, 2005     By: /s/Bashir Jaffer
                          ----------------------------------
                      Name: Bashir Jaffer
                      Title: Chief Financial Officer (Duly Authorized Officer)