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 28, 2006
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.)
535 West 34th Street, Suite 203, New York, New York 10001
----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(888) 870-9197
---------------------------------------------------
(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 April 21, 2006 Cornell Capital Partners, LP purchased from Laurus Master
Fund, Ltd. the Secured Minimum Borrowing Note and the Revolving Note that
Veridium issued to Laurus on March 31, 2004. The aggregate debt, including
accrued interest and penalties, was $2,190,146.68.
Subsequently Veridium agreed with Cornell Capital Partners to amend the
Revolving Note such that its terms are now identical to the Secured Minimum
Borrowing Note. Veridium also agreed to modify the conversion feature of
the two Notes. The Notes, as modified, may be converted by Cornell Capital
Partners into common stock at a conversion rate equal to the lesser of (a)
$.10 per share or (b) 90% of the lowest VWAP for the thirty trading days
preceding conversion.
Item 9.01 Financial Statements and Exhibits
Exhibits:
3-a Secured Minimum Borrowing Note dated March 31, 2006 - filed as Exhibit
4-6 to the Annual Report on Form 10-KSB for the year ended December
31, 2004 and incorporated herein by reference.
3-b Letter Agreement between Veridium and Cornell Capital Partners.
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: May 1, 2006 VERIDIUM CORPORATION
By: /s/ Kevin Kreisler
---------------------------------------
Kevin Kreisler, Chief Executive Officer