SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMISSION FILE NO.: 0-50469
Date of Report: May 25, 2006
VERIDIUM CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 59-3764931
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(State of other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
535 West 34th Street, Suite 203, New York, New York 10001
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(Address of principal executive offices) (Zip Code)
(888) 870-9197
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(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 May 25, 2006, Veridium Corporation executed a Share Purchase Agreement with
its majority shareholder, GreenShift Corporation. The Agreement contemplates a
closing to occur on or before June 30, 2006. At the closing, GreenShift will
transfer to Veridium 100% of the outstanding capital stock of GS EnviroServices,
Inc. (f/k/a GreenWorks Corporation) and 100% of the outstanding capital stock of
GS CleanTech Ventures, Inc.
GS EnviroServices, Inc. owns an environmental engineering business called
Enviro-Sciences (of Delaware) Corporation. GS CleanTech Ventures holds equity
stakes in General Hydrogen Corporation, General Ultrasonics Corporation, Ovation
Products Corporation, and Aerogel Composite, Inc.
In exchange for the shares in GS EnviroServices and GS CleanTech Ventures,
Veridium will assume GreenShift's obligations under certain debentures in the
principal amount of $1,900,000. Veridium will also amend the Series D Preferred
Stock now held by GreenShift to increase the portion of Veridium's equity
represented by the Series D shares from 70% to 80%.
ITEM 8.01 OTHER EVENTS
On May 25, 2006, Veridium issued a press release concerning the Share Purchase
Agreement and related matters. A copy of the press release is filed as an
exhibit to this report.
ITEM 8.01 OTHER EVENTS
On May 25, 2006, Veridium issued a press release concerning its Ethanol
By-Product Recovery Technology Sales. A copy of the press release is filed as an
exhibit to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits:
10-a Share Purchase Agreement dated May 25, 2006 between GreenShift Corporation
and Veridium Corporation.
99-a Press release dated May 25, 2006 concerning Share Purchase Agreement.
99-b Press release dated May 25, 2006 concerning Ethanol By-Product Recovery
Technology Sales.
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.
Dated: June 1, 2006
VERIDIUM CORPORATION
By: /s/ Kevin Kreisler
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Kevin Kreisler, Chief Executive Officer