8-K

                       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: September 2, 2005





                              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.)


1 Jasper  Street, Paterson, New Jersey                                    07522
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(Address of principal executive offices)                             (Zip Code)


                                 (973) 942-7700
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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         TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

On June 30, 2005,  the Company  entered into an Asset  Purchase  Agreement  with
Marshall  Environmental  Group, Inc. ("ME"),  pursuant to which the Company will
acquire  substantially  all of ME's  assets used in its  environmental  services
business  in return  for  total  consideration  of  approximately  $350,000  and
performance-based  equity  ownership in Veridium.  As of September 1, 2005,  the
Company's agreement with ME was cancelled.

ITEM 9.01         FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

99.1     Press Release dated September 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.



VERIDIUM CORPORATION



               /S/      James Green
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By:                     JAMES GREEN
                        President and Chief Executive Officer
Date:                   September 2, 2005

EX-99

Exhibit 99.1

VERIDIUM ANNOUNCES TERMINATION OF ACQUISITION AGREEMENT

Paterson,  New  Jersey,  September  2 2005 - Veridium  Corporation  ("Veridium")
(OTCBB:  VRDM) today  announced the  termination of its agreement to acquire the
assets of Marshall  Environmental Group, Inc.  ("Marshall") after the completion
of due diligence.

"We are in the early stages of  implementing  a plan to revitalize  the Veridium
business model," said Kevin Kreisler,  Veridium's  chairman.  "Veridium hopes to
focus on  acquisitions  moving  forward  that are more in line with its founding
mission - the recycling of industrial  wastes, but in ways that meet the changed
needs of the  industrial  markets.  We hope to be in a position  to provide  our
shareholders  with further  updates on our efforts here in the  beginning of the
fourth quarter."

About Veridium Corporation

Veridium is an environmental  management company providing a variety of services
to a  broad  client  base  in  both  the  private  and  public  sectors  with  a
specialization  in the  recycling  and  reuse of  industrial  hazardous  wastes.
Additional information on Veridium and its business model is available online at
www.veridium.com.

Approximately  55% of the  capital  stock of  Veridium  is  owned by  GreenShift
Corporation (OTC Bulletin Board: GSHF), a business development corporation whose
mission is to develop and support companies and technologies that facilitate the
efficient  use  of  natural  resources  and  contribute  to  the  resolution  of
environmental challenges.

Safe Harbor Statement

The foregoing discussion contains  forward-looking  statements that are based on
current  expectations.  Actual  results,  including  the  timing  and  amount of
anticipated  revenues,  any implications with respect to shareholder  wealth, or
Veridium's  ability to scale its operations,  may differ due to such factors as:
regulatory delays; dealings with governmental and foreign entities; economic and
other  conditions  affecting  the  financial  ability of actual and  prospective
clients;  and,  other risks  generally  affecting  the  financing  of  projects.
Additional risks associated with Veridium's  business can be found in Veridium's
Annual  Report on Form 10KSB for the year ended  December  31,  2004,  and other
periodic filings with the SEC. Veridium trades on the over-the-counter  bulletin
board maintained by the NASD under the symbol VRDM.