UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14C

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934 (Amendment No. ___)

Check the appropriate box:

(Name of Registrant As Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

x No fee required.

o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

VERIDIEN CORPORATION
7600 BRYAN DAIRY ROAD, SUITE F
LARGO, FLORIDA 33777-1433

INFORMATION STATEMENT

NO VOTE OR OTHER ACTION OF THE COMPANY’S SHAREHOLDERS
IS REQUIRED I N CONNECTION WITH THIS INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY

Dear Shareholders:

This Information Statement is furnished by the Board of Directors (the “Board”) of Veridien Corporation (the “Company”) to inform shareholders of the Company of certain action adopted by the Board and approved by shareholders holding a majority in interest of the voting power of the Company. This Information Statement will be mailed on approximately November 30, 2006 to shareholders of record of the Company’s Common Stock as of November 13, 2006 (“Record Date”). Specifically, this Information Statement relates to the following:

     1. On November 7, 2006 the Board adopted a proposal to amend the Certificate of Incorporation of the Company to increase the authorized shares of Common Stock of the Company to 800,000,000 and referred the amendment to shareholders with its recommendation of the approval of such amendment, and

     2. On November 13, 2006 shareholders holding a majority in interest of the voting power of the Company (59.39%) approved the amendment and as a result no further votes will be needed.

The filing of a Certificate of Amendment with the Delaware Secretary of State, which will effect the foregoing amendment, will not be done until a date which is at least twenty (20) days after the mailing of this definitive Information Statement. This Information Statement will be sent on or about November 30, 2006 to the Company’s shareholders of record on the Record Date who have not been solicited for their consent to this corporate action.

PURPOSE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

On November 7, 2006, the Board adopted a Plan of Reorganization and Recapitalization. The major purpose of the Plan is to strengthen the Company’s balance sheet by securing the conversion of a substantial amount of convertible debt securities (as well as the unpaid interest thereon), together with accrued, unpaid dividends on certain previously issued Preferred Stock. If, as of November 7^th, all of the convertible securities then issued and outstanding, together with those contemplated under the Plan, had been converted, the Company would not have had enough Common Stock to permit the conversions in full.

At the same time, the Board is mindful that the Company has secured its working capital over the past years by the issuance of convertible debt securities and the Board believes that the conversion feature has played a major role in the success of the Company in obtaining needed financing, Therefore, to secure investments for working capital into the future, the Board provided for conversion features which are assumed to be attractive for future raising of funds. Thus, in order to meet all the conversion rights now existing and provide for future issuances of convertible securities, the Board determined that an increase in the authorized number of shares of Common Stock, to 800,000,000 shares, was required. See “Amendment of Certificate of Incorporation” below for further discussion. For further information, see the Company’s Form 8-K filed November 13, 2006 available on EDGAR at www.sec.gov.

After Plan implementation, the outstanding capital structure is projected to be as follows:

*(1) Assumes participation in the Plan by all existing Preferred Shares holders and by the holders of $7.5 Million of convertible debenture debt. Readers are cautioned that not all holders may elect to participate and that the actual result of the Plan may differ materially.

VOTING SECURITIES

The Record Date of shareholders entitled to receive notice of this corporate action by the Company is the close of business on November 13, 2006. The amendment of the Certificate of Incorporation requires the affirmative vote of a simple majority of the issued and outstanding voting stock. On such date, the Company had issued and outstanding:

Accordingly, on the Record Date there were a total of 474,096,708 votes, and the Company has received a majority of such votes approving the Amendment. Pursuant to Delaware law, there are no dissenter’s or appraisal rights relating to the action taken.

INTEREST OF CERTAIN PERSONS IN MATTER BEING ACTED UPON

     No director, executive officer, associate of any director or executive officer, or any other person has any substantial interest, direct or indirect, by security holdings or otherwise, resulting from the amendment to the Certificate of Incorporation described herein which is not shared by all other shareholders pro rata and in accordance with their respective interests.

STOCK OWNERSHIP/PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of shares of the Company’s Common Stock and voting Preferred Stock as of the Record Date by: (i) all shareholders known to the Company to be beneficial owners of more than 5% of the outstanding Common Stock, voting Preferred Stock, or a combination thereof; (ii) each director and executive officer; and (iii) all officers and directors as a group. Except as may be otherwise indicated in the footnotes to the table, each person has sole voting power and sole dispositive power as to all the shares shown as beneficially owned by them.

MANAGEMENT/EXECUTIVE OFFICERS

The Directors and Executive officers of the Company are identified in the table below. Our current Directors were elected at the 2001 Annual Meeting held on March 6, 2002. Each Director serves for a one-year term or until a successor is elected and has qualified. Currently, our Directors are not compensated for their services, although their expenses in attending meetings are reimbursed.

RUSSELL D. VAN ZANDT was first named to the Board of Directors on October 28, 1997. Mr. Van Zandt was graduated in 1962 with a BA in Mathematics from St. Michael’s College in Vermont, and was graduated in 1973 with an MBA from Florida Atlantic University in Florida. He also completed course work in 1975 for a doctorate in Business Administration from George Washington University in Washington, DC.

Mr. Van Zandt retired as President and CEO of Ela Medical in Plymouth, MN as of May 2003. Ela Medical is a manufacturer and marketer of pacemakers and implantable defibrillators. He is now a consultant to Veridien and Life Recovery Systems, as well as other companies. Previously Mr. Van Zandt had been a corporate Vice President at Datascope Corp., a NASDAQ listed company engaged in the health care and medical device products industry. On behalf of Datascope Corp., he had alternately headed two divisions as President. From 1996 to 1998, he was President of the Intervascular, Inc. Division, which manufactures and markets vascular grafts and patches on a worldwide basis. From July 1992 through September 1996 he was President of the Cardiac Assist Division which manufactures and markets intra-aortic balloon pumps and catheters. From November 1969 until August 1992, Mr. Van Zandt worked with C.R. Bard, Inc., a health care and medical device company listed on the New York Stock Exchange. He started as personnel director at a division level and rose through the company’s ranks to reach, in 1992, the position of President of Bard Vascular Systems Division.

RENE A. GAREAU was first named to the Board of Directors on March 13, 1996. Since 1989, Mr. Gareau has been Chairman of the Board of Sarasota Quay, a real estate management company located in Sarasota, Florida, specializing in property and asset management for commercial properties. From 1982 to 1989, Mr. Gareau was the Chairman of a private Canadian real estate development company involved in the development and syndication of residential condominium and commercial projects in a number of Canadian provinces. From 1981 to 1982 he was President of Bank of America (Canada) with responsibilities for overseeing all retail and mortgage banking operations in Canada. From 1974 to 1981 he was Senior Vice President of Citicorp-Citibank in their International Division. He had responsibilities in corporate and consumer banking with assignments in Asia, Europe, South America, and the U.S.A.

SHELDON C. FENTON is President and CEO. Mr. Fenton was first named to the Board of Directors on June 3, 1998. Since 1981 Mr. Fenton has been President and CEO of Tanlon Corporate Holdings Ltd. (and predecessor corporations), located in Toronto, Canada. Tanlon is a fully integrated management services company. The group also has knowledge and experience in the areas of strategic acquisitions, real estate development and syndication, financing for private and public ventures, as well as asset and property management. They are regarded as specialists in the areas of structuring and restructuring of investments and negotiation with lenders and other corporate stakeholders.

Mr. Fenton is also an officer and director of Dunvegan Mortgage Corporation, a company which has been a lender to the Company, in various capacities since 1995.

From 1979-1981 Mr. Fenton was employed by the Canadian Imperial Bank of Commerce alternately as Solicitor and Manager. In 1977-1978 he worked for the firm of Day Wilson & Campbell in Toronto, Canada focusing on corporate and real estate law, and in 1976-1979 he worked as a financial consultant for FF. Management in Toronto, Canada.

Mr. Fenton graduated with honors with a Bachelor of Science degree from the University of Toronto in 1974 and was graduated from the Faculty of Law with an L.L.B. degree from the University of Western Ontario, Canada.

ALFRED A. RITTER was first named to the Board of Directors on March 26, 1993. Mr. Ritter has been the co-owner and director of EXPORATLAS, Lisbon, Portugal since 1981. The company is an import/export firm involved in the paper and pulp industry. Since 1996, Mr. Ritter has been the owner and director of TEOTONIO INVESTMENTS, a commercial real estate and project development company based in Vaduz, Liechtenstein. Additionally, since 1996, Mr. Ritter has been co-owner and director of EUROVENTOS, which is developing alternative energy sources in Portugal, France, Germany and Austria. Mr. Ritter has held positions with Credit Suisse in Zurich, Switzerland, the Bank of London and South America, in London, England, and Lloyd’s Bank Ltd. in New York City.

RICHARD KLEIN was named to the Board of Directors on June 23, 2004. Mr. Klein is a Co-Founder, Chairman, and Chief Executive Officer of Mycosol, Inc., an development-stage chemical and pharmaceutical development company. He is a 33-year veteran of the healthcare industry, having served in a general management capacity at both large and small (early-stage) companies. From July 1998 through the sale of his company in December 2002, Mr. Klein was President, CEO, and a member of the Board of Directors of ArgoMed, Inc., a company whose thermotherapy technology was used to treat diseases of the prostate. Between January 1993 and June 1998, Mr. Klein held several executive positions – President, Chief Operating Officer, Executive Vice President, and Director – of Angiosonics, Inc., a therapeutic ultrasound company. Previously, Mr. Klein was Vice President and General Manager of the Edward Weck Company, a surgical instrument and implant subsidiary of Bristol-Myers Squibb. Mr. Klein also served as an executive with C.R. Bard, Inc., for 14 years, ten as President of the Bard Medsystems Division, a recognized leader in drug delivery systems. During his career, Mr. Klein has led some significant product development efforts and market introductions, including: balloon angioplasty, patient controlled analgesia (PCA), the Mini-Infuser and “Smart” Pump delivery systems, minimally invasive surgery (laparoscopy), endometrial and prostatic ablation by thermotherapy, and ultrasound thrombus ablation. He holds both a BS and an MS in Engineering from Northeastern University, an MBA from Babson College, and was the subject of a Harvard Case Study on intrapreneurs – i.e., entrepreneurs who work in large companies – which was featured in a 1988 business text, General Managers In Action, by Francis Joseph Agular. He also holds numerous patents, issued or pending, in medical devices.

AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT

The Company’s Audit Committee is comprised of two of its Directors, Mr. Rene Gareau (Chairman of the Audit Committee) and Mr. Alfred Ritter. The Company does not have an “Audit Committee Financial Expert” as a member of its audit committee. The Company does not have available any person with the requisite background and experience, nor has the Company been able to attract anyone to its Board with the requisite background.

Compliance with Section 16(A) of The Exchange Act

All of our officers, directors and beneficial owners were in compliance with Section 16(A) during fiscal year 2006 to date.

COMPENSATION OF MANAGEMENT

Compensation of Directors

Currently, our directors are not compensated for their services as directors, although their expenses in attending meetings are reimbursed. During 2006 there have been two formal meetings of the Board of Directors. All current directors attended both meetings. During the year there was one Unanimous Consensus in Lieu of Special Meeting of the Directors and there were numerous management meetings with various configurations of Board Members present.

Compensation of Management

The following table sets forth the compensation paid to our Chief Executive Officer or such other officer who fulfilled the duties of the Chief Executive Officer for the periods indicated. Except for the individuals named, no executive officers had a total annual salary and bonus of $100,000 or more.

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Board and shareholders holding the necessary number of votes have approved an amendment to the Company’s amended Certificate of Incorporation to amend Section 1 of Article Fourth to effect an increase in the total number of authorized shares of Common Stock to 800,000,000. At the present time, the Company is authorized to issue 325,000,000 shares of capital stock, divided into 25,000,000 shares of undesignated Preferred Stock and 300,000,000 shares of Common Stock. As amended, Section 1 of Article Fourth will read as follows:

The balance of Article Fourth shall continue to read as it does at present. Article Fourth is set forth in its entirety on Exhibit A attached to this Information Statement.

Shareholder Rights

Holders of the Company’s Common Stock have the following rights:

Neither the Common Stock itself nor the holders thereof have any of the following rights:

In addition, the shares of Common Stock are not convertible into any other security.

Cumulative Voting

The holders of shares of the Company’s Common Stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding voting stock, Common and Preferred, voting for the election of directors, can elect all of the directors to be elected, if they so choose. In such event, the holders of the remaining voting shares will not be able to elect any of the Company’s directors.

Dividends

We have never had net profits on operations and therefore are currently proscribed under the Delaware General Corporation Law from declaring dividends. We have not paid any cash dividends on our Common Stock or our Preferred Stock. Moreover, our Board of Directors has no present intention of declaring any cash dividends, as we expect to re-invest all profits in the business for additional working capital for continuity and growth. The declaration and payment of dividends in the future will be determined by our Board of Directors considering the conditions then existing, including the Company’s earnings, financial condition, capital requirements, and other factors.

At present there is a series of 100,000 shares of Preferred Stock, created on April 3, 1995, titled “10% Cumulative Convertible Redeemable Preferred Stock”. These shares are entitled to receive an annual dividend of $1.00 per share before any dividend is paid to holders of the Common Stock. Any dividend not declared and paid is accumulated and must be paid before any dividend or distribution is made on our Common Stock. The Company is seeking, under the Plan of Reorganization and Recapitalization to secure a conversion of the remaining 6,000 shares of this series to Common Stock.

Possible Anti-Takeover Effects of Authorized but Unissued Stock

One effect of the existence of authorized but unissued capital stock may be to enable the Board to render more difficult or discourage an attempt to gain control of the Company by means of a merger, tender offer, proxy contest, or otherwise, and thereby protect the continuity of the Company’s management. If, in the due exercise of its fiduciary obligations, for example, the Board were to determine that a takeover proposal was not in the Company’s best interests, such shares could be issued by the Board without shareholder approval in one or more private placements or other transactions that might prevent, or render more difficult or costly, completion of the proposed takeover transaction by diluting the voting or other rights of the proposed acquirer or insurgent shareholders or shareholder group, by (i) creating a substantial voting block in institutional or other hands that might undertake to support the position of the incumbent board of directors, (ii) by effecting an acquisition that might complicate or preclude the takeover, or (iii) by some other transaction involving issuance of the unissued shares.

ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). You may read and copy any reports, statements or other information that we file at the SEC’s public reference rooms, including its public reference room located at Room 1024, 450 Fifth Street N.W., Washington, D.C. 20549. You may also obtain these materials upon written request addressed to the Securities and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, at

prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on its public reference rooms. Our public filings are also available at the Internet web site maintained by the SEC for issuers that file electronically with the SEC through the Electronic Data Gathering, Analysis and Retrieval System (EDGAR).

MISCELLANEOUS

We request brokers, custodians, nominees and fiduciaries to forward this Information Statement to the beneficial owners of our Common Stock and we will reimburse such persons for their reasonable expenses in connection therewith. Additional copies of this Information Statement may be obtained at no charge by writing to us at our office address, 7600 Bryan Dairy Road, Suite F, Largo, Florida 33777-1433.

BY ORDER OF THE BOARD OF DIRECTORS

November 17, 2006

EXHIBITS INDEX

     A. Amended Articles of Incorporation of Veridien Corporation, a Delaware corporation