VERIDIUM
CORPORATION
One
Jasper Street
Paterson,
NJ 07522
973-942-7700
December
19, 2005
Securities
and Exchange Commission
450
Fifth
Street, NW
Washington,
DC 20549
|
|
. |
Registration
Statement on Form SB-2 (File No. 333-116946)
|
Ladies
and Gentlemen:
Pursuant
to Rule 477 under the Securities Act of 1933, as amended, Veridium Corporation
hereby applies for withdrawal of the above-referenced Registration Statement
on
Form SB-2, which was initially filed with the Securities and Exchange Commission
on June 29, 2004 and amended on December 2, 2004, April 12, 2005 and July
18,
2005.
The
Registration Statement was filed in contemplation of public offerings by
Laurus
Master Fund, Ltd. and GSC Investments, L.L.C. Veridium is withdrawing the
Registration Statement in contemplation of (a) a substantial modification
of the
contractual relationship between Veridium and Laurus Master Fund, Ltd., (b)
a
substantial modification of the contractual relationship between Veridium
and
GSC Investments, L.L.C., and (c) a fundamental revision to Veridium’s business
plan, including termination of certain operations and reorganization of other
operations. The Registration Statement has not been declared effective, and
none
of the securities included in the Registration Statement have been sold in
connection with the offerings.
Please
provide, by facsimile, a copy of the order granting withdrawal of the
Registration Statement to our legal counsel, Robert Brantl (facsimile:
718-965-4042). If you have any questions with regard to this application
for
withdrawal, please contact Mr. Brantl at 718-768-6045.
| |
Veridium
Corporation
|
| |
By:
/s/
Kevin
Kreisler
|
| |
Kevin
Kreisler, Chairman
|