-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Gfnm67u8j+8PLKZJM8onvF4ZcR0rG2KzR20ezA3WIqsh4bsZSJenZPZvqdqnOSzd Zn9zao/KZ14Ix2P4UNVOUw== 0001015402-03-000508.txt : 20030220 0001015402-03-000508.hdr.sgml : 20030220 20030220134445 ACCESSION NUMBER: 0001015402-03-000508 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20030220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEQUIAM CORP CENTRAL INDEX KEY: 0001123606 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330875030 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-45678 FILM NUMBER: 03574024 BUSINESS ADDRESS: STREET 1: 300 SUNPORT LANE CITY: ORLANDO STATE: FL ZIP: 32809 BUSINESS PHONE: 4075410774 MAIL ADDRESS: STREET 1: 300 SUNPORT LANE CITY: ORLANDO STATE: FL ZIP: 32809 FORMER COMPANY: FORMER CONFORMED NAME: WEDGE NET EXPERTS INC DATE OF NAME CHANGE: 20000912 10QSB/A 1 doc1.txt ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A Amendment #1 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________to _______________. COMMISSION FILE NUMBER 333-45678 SEQUIAM CORPORATION (Exact name of registrant as specified in its charter) CALIFORNIA 33-0875030 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 SUNPORT LANE, ORLANDO, FLORIDA 32809 (Address, including zip code, of principal executive offices) 407-541-0773 (Registrant's telephone number, including area code) (Former name, former address) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for the such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] The number of shares of the Registrant's Common Stock outstanding as of August 4, 2002 was 35,755,263. DOCUMENTS INCORPORATED BY REFERENCE Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X] - ================================================================================ FORM 10-QSB INDEX Page Part I - FINANCIAL INFORMATION Item 1. Consolidated Financial Statements Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4 Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . . .5 Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . .6 Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . .7 Item 2. Plan of Operation . . . . . . . . . . . . . . . . . . . . . . . .9 Part II OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders. . . . . . . . .13 Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . . . .13 Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14 2 PART I: FINANCIAL INFORMATION This Quarterly Report on Form 10-QSB includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended. These include, among others, the statements about our plans and strategies under the headings "Plan of Operation." When used in this document and the documents incorporated herein by reference, the words "believes," "expects," "anticipates," "intends," "plans," "estimates," or similar expressions are intended to identify, in certain circumstances, forward-looking statements. Forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed in forward-looking statements. Although it is not possible to itemize all of the factors and specific events that could affect the outlook of a technology company like ours operating in a competitive environment, factors that could significantly impact expected results include: the acceptance of our technology; the effect of national and local economic conditions; our outstanding indebtedness; the loss of key employees; competition from technologies developed by other companies; the ability to attract and retain employees; delays in completing the development of our new products caused by a lack of capital or external causes beyond our reasonable control; and the ability to identify and consummate relationships with strategic partners, as well as risks set forth in "Plan of Operation" - Factors That Could Impact Future Results," included in this report. Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, we cannot assure that such plans, intentions or expectations will be achieved. Actual results may differ materially from the forward-looking statements made in this Quarterly Report on Form 10-QSB. We do not intend to update any forward-looking statements, and we hereby disclaim any obligation to update such forward-looking statements. 3 ITEM 1. FINANCIAL STATEMENTS
Sequiam Corporation and Subsidiary (A Development Stage Company) Consolidated Balance Sheets June 30, 2002 December 31, (Unaudited) 2001 --------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 46,675 $ - Accounts Receivable 138,539 - --------------- -------------- Total current assets 185,214 - Furniture and equipment, net 62,624 69,796 Capitalized software development costs 107,255 80,234 --------------- -------------- Total assets $ 355,093 $ 150,030 =============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 85,638 $ - Loan from related party 396,158 627,718 Shareholder loan 301,000 - Accrued shareholder salaries 391,000 253,000 --------------- -------------- Total current liabilities 1,173,796 880,718 Shareholders' equity: Common shares 24,233 24,233 Paid-in capital - - Stock subscriptions receivable - (2,000) Deficit accumulated during the development stage (842,936) (752,921) --------------- -------------- Total shareholders' equity (818,703) (730,688) --------------- -------------- Total liabilities and shareholders' equity $ 355,093 $ 150,030 =============== ==============
See accompanying notes. 4
Sequiam Corporation and Subsidiary (A Development Stage Company) Consolidated Statements of Operations (Unaudited) January 23, 2001(Inception) through June Three Months Ended June 30, Six Months Ended June 30, 30, 2002 -------------------------------- ------------------------------- ---------------- 2002 2001 2002 2001 -------------- ---------------- -------------- --------------- Consulting fees $ 213,315 $ - $ 238,315 $ - $ 238,315 Costs and expenses: Website development cost 49,178 - 49,178 - 49,178 Marketing and selling - - - - 181,622 Software development costs 9,295 128,142 9,295 187,228 215,126 General and administrative 177,295 76,280 258,221 131,604 588,568 Depreciation 5,080 - 9,931 - 21,627 -------------- ---------------- -------------- --------------- ---------------- 240,848 204,422 326,625 318,832 1,056,121 -------------- ---------------- -------------- --------------- ---------------- Loss from operations (27,533) (204,422) (88,310) (318,832) (817,806) Interest expense 268 - 1,104 - 2,296 -------------- ---------------- -------------- --------------- ---------------- Loss before income taxes $ (27,801) $ (204,422) $ (89,414) $ (318,832) $ (820,102) Income taxes - - - - - -------------- ---------------- -------------- --------------- ---------------- Net loss $ (27,801) $ (204,422) $ (89,414) $ (318,832) $ (820,102) ============== ================ ============== =============== ================ Basic and diluted loss per common share $ (0.00) $ (0.01) ============== ============== Basic and diluted weighted average common shares outstanding 24,233,000 14,483,000 ============== ==============
See accompanying notes. 5
Sequiam Corporation and Subsidiary (A Development Stage Company) Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30 2002 2001 ------------ --------------- Net cash used in operating activities $ (63,545) $ (318,832) ------------ --------------- Cash flows from investing activities: Equipment purchases (2,759) (19,506) Software development costs capitalized (27,021) (8,568) ------------ --------------- Net cash used in investing activities (29,780) (28,074) ------------ --------------- Cash flows financing activities: Proceeds from shareholder loan 301,000 - Payment of stock subscription receivable 2,000 Proceeds (payment) on loan to related party (301,000) 231,906 Increase in accrued shareholder salaries 138,000 115,000 ------------ --------------- Net cash provided by financing activities 140,000 346,906 ------------ --------------- Net change in cash 46,675 - Cash, beginning of period - - ------------ --------------- Cash, end of period $ 46,675 $ - ============ =============== - Non-cash activities: Subscription receivable for common stock $ 2,000 Recapitalization of common stock $ 127,140 Disbursements made by related party and cost allocations $ 69,440
See accompanying notes. 6 Sequiam Corporation and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited) Note A: Basis of presentation The financial statements presented herein have been prepared by the Company in accordance with the accounting policies in its amended Form 8-K/A dated June 14, 2002, and should be read in conjunction with the notes thereto. The consolidated statements of operations included herein are those of Sequiam Software, Inc. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary to provide a fair presentation of operating results for the interim period presented have been made. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the year. Note B: Acquisition Sequiam, Inc. was incorporated in Delaware on January 23, 2001 (date of inception). Sequiam, Inc. was formed to research, develop, produce and market a document management software product. Effective April 1, 2002, Sequiam, Inc. merged with Sequiam Acquisitions, Inc., a California corporation (the "Merger"), and Sequiam Acquisitions, Inc. survived the Merger. As used in these Notes to Financial Statements, the term "Company" refers to Sequiam, Inc. prior to the Merger and Sequiam Acquisitions, Inc. after the Merger. The Company changed its name to Sequiam Software, Inc. on May 1, 2002. Since inception, the Company's primary activities have consisted of research and development, and software production activities. Accordingly, the Company has not generated any significant revenues, and the Company is considered a development stage company at December 31, 2001 and for the period ended June 30, 2002. Pursuant to the Merger, Sequiam Corporation (f/k/a Wedge Net Experts, Inc.) acquired the Company effective April 1, 2002. Pursuant to the merger agreement, Sequiam Corporation issued 20,000,000 shares of common stock in exchange for all of the outstanding shares of common stock of the Company, consisting of 20,000,000 shares. Additionally, pursuant to the merger agreement, 500,000 shares of Sequiam Corporation's common stock were returned to treasury and cancelled. As a result, the former shareholders of the Company obtained 82.53% of the voting rights of Sequiam Corporation. The transaction was accounted for as a purchase of Sequiam Corporation by the Company (a reverse acquisition in which the Company is considered the acquirer for accounting purposes), since the shareholders of the Company obtained a majority of the voting rights of Sequiam Corporation as a result of the transaction. Accordingly, the results of operations included herein are those of Sequiam Software, Inc. We intend to continue the operations of Sequiam, Inc. as our wholly-owned subsidiary. Based in Orlando, Florida, Sequiam, Inc. is a software and professional services organization that delivers 7 Sequiam Corporation and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited) custom-tailored document management solutions to public and private sector enterprises as well as to individuals. Sequiam, Inc. is a development stage company and has not generated any significant revenue. Since its inception, Sequiam Inc.'s primary activities have consisted of research and development, and software production activities and has grown to twelve (12) full-time employees. Sequiam, Inc.'s primary assets are two software products known as Sequiam Document Management Software (Sequiam DMS) and Sequiam Link. Sequiam DMS is a web-based system to store, organize, retrieve, and distribute virtually any digital information including documents, video, photographs and audio files. Sequiam is a means of organizing, transferring and administrating digital content in a way that efficiently streamlines workflow and reduces turnaround time for the delivery of finished products. Sequiam Link is a productivity tool designed specifically for the print on-demand industry. It allows POD manufacturers to efficiently and digitally warehouse, manage and print on-demand, fulfill, ship and invoice its customers document libraries in a completely automated process. Note C: Related party transactions Loan from related party - ----------------------- The Brekel Group ("Brekel Group" or "BGI"), a company under common control, has made short-term advances through payment of the Company's early stage operating and investing expenses. The advances are evidenced by a demand promissory note that bears interest at the Applicable Federal Rate established by the Internal Revenue Service for short-term loans. As of June 30, 2002 the amount due to Brekel Group was $396,158. Shareholder loan - ---------------- During the six months ended June 30, 2002, a shareholder of the Brekel Group, a company under common control, (see Note E) advanced the company a total of $301,000 for working capital. The advances are represented by a demand promissory note that bears interest at the Applicable Federal Rate established by the Internal Revenue Service for short-term loans. Note D: Income taxes The Company records its income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." The Company has incurred net operating losses since inception resulting in a deferred tax asset, for which a valuation allowance was provided since it is more likely than not that the deferred tax asset will not be realized. 8 Sequiam Corporation and Subsidiary (A Development Stage Company) Notes to Consolidated Financial Statements (Unaudited) Note E: Subsequent events Effective as of July 19, 2002, we acquired approximately 94% of the issued and outstanding common shares of Brekel Group, Inc., a Delaware corporation and a company under common control, through a tax-free reorganization. We issued 11,522,263 new shares of common stock in exchange for 11,522,263 of the issued and outstanding stock of Brekel Group. We have extended the closing for the potential acquisition of the remaining six percent of Brekel Group and expect to acquire all 100% of the outstanding common shares in Brekel Group. Effective July 1, 2002, the Brekel Group, Inc. entered into a settlement and release agreement with the former shareholders of its wholly-owned subsidiary, Griffin Publishing Group, Inc. Brekel Group Inc. reconveyed its ownership in the subsidiary that was originally acquired January 1, 2002 back to the sellers in exchange for its original purchase price. Effective August 1, 2002, the Brekel Group, Inc. returned leased equipment with a net book value of $1,911,000 to the lessor, Heidelberg Print Finance as a part of its reorganization and the discontinuation of its print on-demand manufacturing business. ITEM 2. PLAN OF OPERATION (1) Our plan of operation for the next twelve months. For accounting purposes, the acquisition of Sequiam Software, Inc. (f/k/a Sequiam, Inc.) has been treated as an acquisition of the Company, using the purchase method of accounting, by Sequiam Software, Inc. and as a recapitalization of Sequiam Software, Inc. In order to have meaningful comparative numbers, our results of operations included herein represent the operations of Sequiam Software, Inc. prior to and after its acquisition. (a) Recent developments. During the quarter ended June 30, 2002, we did not have any available credit, bank financing or other external sources of liquidity. We had very little operating revenue, and as a result, our operations had not been a source of liquidity. We needed to obtain additional capital in order to continue our operations. In order to obtain capital, we needed to sell additional shares of our common stock or borrow funds from private lenders. Our former officers and directors believed it was is in the best interest of our shareholders to discontinue the company's current business and attempt to acquire a new business, which may provide more value to our shareholders. To further this objective, our former officers and directors agreed to acquire Sequiam, Inc., a Delaware corporation, in a tax-free reorganization, pursuant to an Agreement and Plan of Merger dated March 1, 2002. We filed a copy of the Agreement and Plan of Merger as an exhibit to our Form 8-K filed with the Securities and Exchange Commission on April 16, 2002. 9 Effective as of April 1, 2002, we acquired Sequiam, Inc. pursuant to the Agreement and Plan of Merger, as more fully described in our Form 8-K filed on April 16, 2002. In connection with the acquisition, our issued and outstanding common stock was increased from 4,733,000 shares to 24,233,000 shares. Following the acquisition of Sequiam, Inc., as of April 1, 2002, our former officers and directors resigned and appointed Nicolaas H. Van den Brekel and Mark L. Mroczkowski as our officers and directors. This change in control is more fully described in our Information Statement filed on April 16, 2001 pursuant to Rule 14f-1. Following our special shareholders' meeting held on April 29, 2002, we changed our name to Sequiam Corporation and changed the name of Sequiam, Inc. to Sequiam Software, Inc., each effective as of May 1, 2002. Our common stock continues to be traded on the OTC Bulletin Board under the new trading symbol: SQUM. Following the acquisition of Sequiam Software, Inc. (f/k/a Sequiam, Inc.), we continued to need additional capital and sources of liquidity. Our Board of Directors believed it was in the best interest of the company to acquire a new business that would provide more value to our shareholders and a greater opportunity to obtain additional capital through traditional financing or the sale of equity in the company. To further this objective, we offered to enter into a Stock Purchase Agreement and Plan of Reorganization with the shareholders of Brekel Group, Inc., a Delaware corporation and a company under common control, dated June 17, 2002, whereby we would acquire a minimum of 80% and a maximum of 100% of Brekel Group. A copy of this agreement was included as an exhibit to our Form 8-K filed with the Securities and Exchange Commission on August 6, 2002, and is hereby incorporated into this report. On July 19, 2002, we acquired approximately 94% of the outstanding common shares of Brekel Group through a tax-free reorganization. We issued 11,522,263 new shares of our common stock in exchange for 11,522,263 of the issued and outstanding stock of Brekel Group. We believe as a result of this acquisition, we will have the opportunity to raise additional capital upon more favorable terms and conditions to our existing shareholders. Following the closing on July 19, 2002, we had a total of 35,755,263 shares of common stock issued and outstanding. (b) Future Plan of Operation and Capital Requirements Our management continues to be committed to investment in Sequiam Software, Inc. and is also committed to investment in its newly acquired subsidiary, Brekel Group. A more detailed description of our plan of operation for Brekel Group is included in our Form 8-K filed on August 6, 2002. More information about Brekel Group can be found at www.brekelgroup.com and elsewhere in this report. More ------------------- information about Sequiam Software, Inc. can be found at www.sequiam.com and elsewhere in this report. Our new management expects that we will need additional capital over the next twelve (12) months before our operating revenues equal expenses. We expect to obtain this additional capital through traditional financing, convertible debt or the sale of additional equity stock. We have not entered into any final agreement to obtain additional funds, and there can be no assurance that we will be able to obtain equity or debt financing when needed or on terms that we find acceptable. In addition, any equity financing that is obtained by us could 10 result in dilution to the shareholders holding the common stock. Sources of debt financing may result in higher interest expense. Any financing, if available, may be on terms unfavorable to us. If adequate funds are not obtained, we may be required to reduce or curtail our operations. Sequiam. Our plan for Sequiam Software, Inc. includes investment in the research and development of our software products, Sequiam DMS and Sequiam link. In addition to our investment in Sequiam's research and development, we plan to devote more resources to the marketing, sales and distribution of Sequiam's existing products. We believe that we have the potential to significantly increase Sequiam's operating revenue by investment in marketing and distribution. We will require additional capital liquidity in order to meet our goals with respect to marketing, sales and distribution. We believe we have the opportunity to raise such additional capital through traditional financing, convertible debt or the sale of additional equity stock. We believe that because we have acquired Brekel Group, we will have an opportunity to raise such capital on terms more favorable to our shareholders. Brekel Group. We intend to invest in research and development of Brekel Group's products related to the current business of FirstPublish and the BGI Sports division. These products include: software for digital document warehousing, variable data and web-enabled print on demand. In addition to our investment in Brekel Group's research and development, we plan to devote more resources to the marketing, sales and distribution of Brekel Group's existing products. We believe that we can significantly increase Brekel Group's operating revenue by investment in marketing and distribution. We would require additional capital liquidity in order to meet our goals with respect to marketing, sales and distribution of Brekel Group's products. Nonetheless, we believe our acquisition of Brekel Group has given us a greater opportunity to raise such additional capital liquidity through traditional financing, convertible debt or the sale of additional equity stock. One of Brekel Group's primary projects is the development of the Internet site, ExtraNet, for the World Olympian Association (WOA) under its BGI Sports division. The scope of ExtraNet is intended to encompass the full digital media program of the WOA, including the delivery of editorial content, on-line membership services, support of WOA sponsor/partner programs and electronic commerce. In addition, BGI Sports is currently implementing the worldwide database for the Official Website of the Community of Olympic Athletes. Under the terms of Brekel Group's contract with the WOA, BGI Sports is developing ExtraNet at its own cost and expense, and receives 35% of all sponsorship revenues in addition to 35% of any merchandizing sales prices less fixed costs in accordance with United States Generally Approved Accounting Procedures (GAAP). The WOA, in turn, has committed to provide support in integrating BGI Sports' relationship within the Olympic family, including the International Olympic Committee (IOC), 11 various national Olympic committees (NOCs), official sponsors of the Olympic Games, the IOC and the NOCs, and the WOA membership. As those relationships develop, we expect to invest more resources into the development of Internet solutions for these entities. BGI expects to begin receiving revenue under this contract in 2003, and BGI expects to continue to incur expenses related to the development and ongoing maintenance of ExtraNet through the duration of the contract. Until revenue from ExtraNet is sufficient to cover the cost and expense, we believe that we have sufficient revenue from other sources plus available capital resources needed to meet Brekel Group's obligations to the WOA. (c) Factors That Could Impact Future Results While we expect to continue our existing business related to Sequiam Software, Inc. and Brekel Group, there can be no assurance that we will achieve operating revenue in excess of development costs and other administrative expenses, nor can there be any assurance that we will sustain the current business long enough to realize any profits. (d) Expected purchase or sale of plant and significant equipment. We currently occupy approximately 14,500 square feet of office space in Orlando, Florida pursuant to a sublease with Brekel Group. Our space is part of a building also currently occupied by Brekel Group, and we believe this facility is more than necessary to maintain our business operations over the next twelve months, even with the acquisition of Brekel Group. The digital on-demand manufacturing segment of the business occupies most of the facility. The discontinuation of that business segment will create excess building capacity. For that reason, we are in negotiations with the landlord to restructure the building lease. We currently own equipment sufficient to continue the operations of Sequiam Software, Inc. over the next twelve months. To grow the business, we expect to invest a modest amount of our capital investment and operating revenue in upgrading our existing equipment and purchasing new equipment. We believe that Brekel Group currently owns equipment sufficient to continue its operations over the next twelve months. We acquired all such equipment in the acquisition of Brekel Group. As part of the discontinuation of the digital on-demand manufacturing business segment, we have returned leased equipment and are selling owned equipment used in that operation. (e) Expected significant changes in the number of employees. We currently have 38 full-time employees. These employees include our new officers identified in our Information Statement and Form 8-K, each filed on April 16, 2002. We decreased this number to 22 after discontinuing the digital on-demand manufacturing business segment. We plan to add 5 new employees devoted to marketing and sales. 12 PART II: OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) On July 18, 2002, a special meeting of the shareholders of the corporation was held at the company's main offices in Orlando, Florida. (b) The special meeting was called to approve the two following resolutions: 1. To approve the acquisition of Brekel Group, Inc., pursuant to the Share Exchange Agreement and Plan of Reorganization (Exhibit 2.1 of this report). 2. To approve an amendment to the Bylaws providing for shareholder approval without a meeting. Both proposals were approved at the meeting, with 19,500,000 votes cast in favor of each proposal, and no votes cast against either proposal. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) (a) Exhibits: 2.1 Stock Exchange Agreement and Plan of Reorganization among Sequiam Corporation and the Shareholders of Brekel Group, Inc., dated June 17, 2002, included as an Exhibit to our Form 8-K filed on August 6, 2002, is hereby incorporated by this reference as Exhibit 2.1. 3.2 Bylaws, as amended on July 18, 2002. 10.1 Loan Agreement Between Nicolaas H. Van den Brekel and Sequiam Software, Inc. dated as of June 30, 2002. 10.2 Loan Agreement Between Brekel Group, Inc. and Sequiam Software, Inc. dated as of June 30, 2002. 21.1 Subsidiaries: Sequiam Software, Inc. a California corporation. 22.1 Notice of Meeting and Proxy Solicitation for Special Meeting of the Shareholders Held July 18, 2002. 99.1 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. (b) Reports on Form 8-K: The following reports on Form 8-K were filed during the quarter ending June 30, 2002: 13 Form 8-K filed on April 16, 2002, regarding acquisition and change in control of registrant. Form 8-K filed on June 14, 2002, regarding changes in registrant's certifying accountant as of June 6, 2002. Form 8-K/A filed on June 14, 2002, amending Form 8-K filed on April 16, 2002, including Financial Statements and Exhibits of business acquired. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEQUIAM CORPORATION Date: August 14, 2002 By: /s/ Nicolaas H. Van den Brekel - ----------------------------------------------- Nicolaas H. Van den Brekel, Chief Executive Officer By: /s/ Mark Mroczkowski - ----------------------------------------------- Mark L. Mroczkowski, Chief Financial Officer 14 EX-3.2 3 doc2.txt Exhibit 3.2 Sequiam Corporation Bylaws, as amended on July 18, 2002. SECTION 11. INFORMAL ACTION BY SHAREHOLDERS: Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without prior notice by (a) written consent of the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize such action at a meeting of the shareholders where all shareholders entitled to vote were present, or (b) such other method permitted by law. 15 EX-10.1 4 doc3.txt Exhibit 10.1 DEMAND PROMISSORY NOTE ---------------------- $ 301,000 ORLANDO, FLORIDA - --------- ---------------- JUNE 30, 2001 ------------- FOR VALUE RECEIVED, SEQUIAM, INC. ("Maker"), hereby promises to pay to the order of Nicolaas H. Van den Brekel ("Holder"), at such address as Holder may - designate by written notice delivered to Maker at any time and from time to time, the principal sum of Three Hundred and One Thousand and 00/100 Dollars ------------------------------ -- ($301,000) or such other amounts that may from time to time be advanced under ------- this agreement. 1. Interest. Subject to any imposition of a default rate of interest -------- under Section 4 hereof, the principal balance outstanding under this Note from time to time shall bear interest from the date of this Note as first set forth above at the annual rate equal to the Applicable Federal Rate established from time to time by the Internal Revenue Service for short-term loans, compounded monthly, until paid in full. 2. Payment/No Setoff. All outstanding principal and interest shall be ------------------ paid to Holder on demand. All payments made hereunder shall be made in lawful money of the United States of America without setoff, deduction or counterclaim of any kind whatsoever. 3. Default Interest. In the event of a "Default" (as defined in ----------------- Section 5 hereof) under this Note, the principal balance outstanding under this Note, from time to time, shall bear interest at the rate of ten percent (10%) per annum, compounded monthly, until such Default and any and all other Defaults hereunder are cured. 4. Default. For purposes of this Note, Maker shall be in "Default" ------- under this Note if Maker: (a) fails to make any payment of interest, principal or other amount hereunder within five (5) calendar days following the date first due and payable; (b) admits in writing Maker's inability to pay Maker's debts as such debts become due, makes a general assignment for the benefit of creditors, or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors; (c) commits and fails to cure any breach of or default under this Note or any instrument securing or otherwise assuring payment of or performance under this Note; or (d) fails to have dismissed or vacated within thirty (30) days following the date of filing any involuntary petition against Maker under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors. Notwithstanding any other provision of this Note to the contrary, upon the occurrence of a Default, Holder may, at Holder's option but with written notice to Maker, 16 declare immediately due and payable the entire indebtedness evidenced by this Note, including the entire principal balance outstanding hereunder, any and all unpaid interest accrued thereon and any and all other amounts due and owing under this Note. 5. No Waiver. The acceptance by Holder of any amount in payment less ---------- than the full amount due and payable shall not constitute a waiver of Holder's rights hereunder unless Holder has expressly waived such right by written notice to Maker. 6. Notices. To be effective, all notices and demands under this Note ------- must be in writing and must be given (i) by depositing same in United States mail, postage prepaid, certified or registered, return receipt requested, (ii) by Federal Express, or UPS overnight delivery service or other nationally recognized courier service, or (iii) by delivering same in person and receiving a signed receipt therefore. For purposes of notice, the addresses of the Maker shall be as set forth below. Notices mailed in accordance with the foregoing shall be deemed to have been given and made three days following the date so mailed or if by nationally recognized courier service, upon receipt or refusal of delivery. The Maker or Holder may designate a different address to which notices or demands shall thereafter be directed by written notice given in the manner hereinabove set forth. "MAKER" SEQUIAM SOFTWARE, INC. By: ------------------------------- Print Name: ---------------------- Its: ------------------------------ MAKER'S ADDRESS FOR NOTICE: Sequiam Software, Inc. ------------------------ 300 Sunport Lane ------------------ Orlando, Florida 32809 ------------------------ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND/ OR STATE SECURITIES LAWS AND/ OR THE REGULATIONS AND RULES PROMULGATED THEREUNDER. 17 EX-10.2 5 doc4.txt Exhibit 10.2 DEMAND PROMISSORY NOTE ---------------------- $396,158 ORLANDO, FLORIDA ------- ---------------- JUNE 30, 2001 --------------- FOR VALUE RECEIVED, SEQUIAM, INC. ("Maker"), hereby promises to pay to the order of Brekel Group, Inc. ("Holder"), at such address as Holder may designate by written notice delivered to Maker at any time and from time to time, the principal sum of Three Hundred Ninety Six Thousand One Hundred and Fifty Eight ------------------------------------------------------------- and 00/100 Dollars ($396,158) or such other amounts that may from time to time -- ------- be advanced under this agreement. 1. Interest. Subject to any imposition of a default rate of interest -------- under Section 4 hereof, the principal balance outstanding under this Note from time to time shall bear interest from the date of this Note as first set forth above at the annual rate equal to the Applicable Federal Rate established from time to time by the Internal Revenue Service for short-term loans, compounded monthly, until paid in full. 2. Payment/No Setoff. All outstanding principal and interest shall be ------------------ paid to Holder on demand. All payments made hereunder shall be made in lawful money of the United States of America without setoff, deduction or counterclaim of any kind whatsoever. 3. Default Interest. In the event of a "Default" (as defined in ----------------- Section 5 hereof) under this Note, the principal balance outstanding under this Note, from time to time, shall bear interest at the rate of ten percent (10%) per annum, compounded monthly, until such Default and any and all other Defaults hereunder are cured. 4. Default. For purposes of this Note, Maker shall be in "Default" ------- under this Note if Maker: (a) fails to make any payment of interest, principal or other amount hereunder within five (5) calendar days following the date first due and payable; (b) admits in writing Maker's inability to pay Maker's debts as such debts become due, makes a general assignment for the benefit of creditors, or files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors; (c) commits and fails to cure any breach of or default under this Note or any instrument securing or otherwise assuring payment of or performance under this Note; or (d) fails to have dismissed or vacated within thirty (30) days following the date of filing any involuntary petition against Maker under any bankruptcy, reorganization, insolvency or moratorium law or under any other law for the relief of, or relating to, debtors. Notwithstanding any other provision of this Note to the contrary, upon the occurrence of a 18 Default, Holder may, at Holder's option but with written notice to Maker, declare immediately due and payable the entire indebtedness evidenced by this Note, including the entire principal balance outstanding hereunder, any and all unpaid interest accrued thereon and any and all other amounts due and owing under this Note. 5. No Waiver. The acceptance by Holder of any amount in payment less ---------- than the full amount due and payable shall not constitute a waiver of Holder's rights hereunder unless Holder has expressly waived such right by written notice to Maker. 6. Notices. To be effective, all notices and demands under this Note ------- must be in writing and must be given (i) by depositing same in United States mail, postage prepaid, certified or registered, return receipt requested, (ii) by Federal Express, or UPS overnight delivery service or other nationally recognized courier service, or (iii) by delivering same in person and receiving a signed receipt therefore. For purposes of notice, the addresses of the Maker shall be as set forth below. Notices mailed in accordance with the foregoing shall be deemed to have been given and made three days following the date so mailed or if by nationally recognized courier service, upon receipt or refusal of delivery. The Maker or Holder may designate a different address to which notices or demands shall thereafter be directed by written notice given in the manner hereinabove set forth. "MAKER" SEQUIAM SOFTWARE, INC. By: ----------------------------- Print Name: --------------------- Its: ---------------------------- MAKER'S ADDRESS FOR NOTICE: Sequiam Software, Inc. ------------------------ 300 Sunport Lane ------------------ Orlando, Florida 32809 ------------------------ THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND/ OR STATE SECURITIES LAWS AND/ OR THE REGULATIONS AND RULES PROMULGATED THEREUNDER. 19 EX-21.1 6 doc6.txt Exhibit 21.1 Subsidiaries: Sequiam Software, Inc. a California corporation EX-22.1 7 doc5.txt Exhibit 22.1 SEQUIAM CORPORATION 300 Sunport Lane Orlando, Florida 32809 Tel. (407) 240-1414 Fax (407) 240-1431 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 18, 2002 Notice is hereby given that a Special Meeting of the Shareholders of Sequiam Corporation (the "Company") will be held at the company's offices located at 300 Sunport Lane, Orlando, Florida 32809, on July 18, 2002, at 10:00 a.m., for the following purpose: 1. TO APPROVE THE ACQUISITION OF BREKEL GROUP, INC., A DELAWARE CORPORATION, PURSUANT TO THE SHARE EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION ATTACHED HERETO AS EXHIBIT "A". ----------- 2. TO APPROVE AN AMENDMENT TO THE BYLAWS PROVIDING FOR SHAREHOLDER APPROVAL WITHOUT A MEETING. The Board of Directors has fixed the close of business on June 19, 2002 as the record date for the determination of shareholders entitled to notice of and to vote at such meeting. Shareholders are entitled to one vote for each share held. As of June 19, 2002, the Company had 24,233,000 shares of voting stock issued and outstanding. SEQUIAM CORPORATION July 8, 2002 By: ----------------------------------- Nicolaas H. Van den Brekel, Chief Executive Officer 20 SEQUIAM CORPORATION 300 Sunport Lane Orlando, Florida 32809 Tel. (407) 240-1414 Fax (407) 240-1431 PROXY STATEMENT The accompanying proxy is solicited by the Board of Directors of the Company for voting at the special meeting of shareholders to be held on July 18, 2002, and at any and all adjournments of such meeting. If the proxy is executed and returned, it will be voted at the meeting in accordance with any instructions, and if no specification is made, the proxy will be voted for the proposals set forth in the accompanying notice of the special meeting of shareholders. Shareholders who execute proxies may revoke them at any time before they are voted, either by writing to the Company at the address set forth on page one or in person at the time of the meeting. Additionally, any later dated proxy will revoke a previous proxy from the same shareholder. This proxy statement was mailed to shareholders of record on or about July 8, 2002. Only the holders of the Company's common stock ("Voting Stock") are entitled to vote at the meeting. Each share of Voting Stock is entitled to one vote, and votes may be cast either in person or by proxy. A quorum consisting of a majority of the shares entitled to vote is required for the meeting. The affirmative vote of the holders of a majority of the outstanding shares of the Company's Voting Stock is required to approve the change of the Company's name. The approval of the holders of a majority of shares of Voting Stock present at the meeting, in person or by proxy, is required to approve any other proposal to come before the meeting. As of June 19, 2002, the Company had 24,233,000 outstanding shares of Voting Stock held by approximately 55 shareholders of record. Shares of the Company's Voting Stock represented by properly executed proxies that reflect abstentions or "broker non-votes" will be counted as present for purposes of determining the presence of a quorum at the special meeting. "Broker non-votes" represent shares held by brokerage firms in "street-name" with respect to which the broker has not received instructions from the customer or otherwise does not have discretionary voting authority. Brokerage firms will not have discretionary authority to vote these "street-name" shares with respect to the proposal to change the Company's name or to increase the number of authorized shares of the Company's common stock. Because approval of the name change and increase in the number of authorized shares requires the approval of a majority of the Company's outstanding shares, abstentions and broker non-votes will have the same effect as votes against the approval of the matters to be voted upon at the meeting. Each of Nicolaas Van den Brekel and Mark Mroczkowski, which collectively own 76.34% of the Company's Voting Stock, intends to vote his shares in favor of the proposals specified in the notice of the Special Meeting of Shareholders. PRINCIPAL SHAREHOLDERS The following table sets forth the number of and percentage of outstanding shares of Voting Stock beneficially owned by each of the officers and directors of the Company, and as a group, and those shareholders owning more than 5% of the Company's Common Stock as of June 19, 2002. NAME AND ADDRESS COMMON STOCK SHARES OF PERCENT OF CLASS - -------------------------------------------------------------------------------- Nicolaas H. Van den Brekel* 300 Sunport Lane 14,000,000 57.77% Orlando, Florida 32809 - -------------------------------------------------------------------------------- Mark Mroczkowski* 300 Sunport Lane 4,500,000 18.57% Orlando, Florida 32809 - -------------------------------------------------------------------------------- Gregory M. Walters 1706 Winding Ridge Road 2,300,000 9.49% Knoxville, Tennessee 37922 - -------------------------------------------------------------------------------- All Officers and Directors as a group 18,500,000 85.83% * Denotes Officer and/ or Director of the Company The following table sets forth the number and percentage of outstanding shares of Voting Stock that will be beneficially owned by each of the officers and directors of the Company, and as a group, and those shareholders owning more than 5% of the Company's Common Stock, following the closing of the acquisition of Brekel Group, Inc., assuming the Company purchases all (100%) of the currently issued and outstanding shares of Brekel Group, Inc. NAME AND ADDRESS COMMON STOCK SHARES OF PERCENT OF CLASS - -------------------------------------------------------------------------------- Nicolaas H. Van den Brekel* 300 Sunport Lane 18,000,000 49.31% Orlando, Florida 32809 - -------------------------------------------------------------------------------- Mark Mroczkowski* 300 Sunport Lane 4,957,000 13.58% Orlando, Florida 32809 - -------------------------------------------------------------------------------- Gregory M. Walters 1706 Winding Ridge Road 2,300,000 6.30% Knoxville, Tennessee 37922 - -------------------------------------------------------------------------------- All Officers and Directors as a group 25,257,000 69.19% * Denotes Officer and/ or Director of the Company 22 PROPOSAL ONE: APPROVE ACQUISITION OF BREKEL GROUP, INC. The Company's Directors have unanimously approved the acquisition of Brekel Group, Inc., a Florida corporation, pursuant to the Stock Exchange Agreement and Plan of Reorganization attached hereto as Exhibit "A" (the "Agreement"). The ----------- acquisition is scheduled to close on July 9, 2002, as may be extended by the Company. This Proposal must be approved by holders of a majority of the Company's Voting Stock; if it is not so approved, the Company will consider other alternatives. The Board of Directors recommends that the shareholders approve the Agreement. PROPOSAL TWO: AMENDMENT TO BYLAWS Section 11 of the Company's Bylaws currently states: SECTION 11. INFORMAL ACTION BY SHAREHOLDERS: Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. The Board of Directors recommends that the shareholders adopt the following resolution amending the Company's Bylaws: RESOLVED, that Section 11 of the Bylaws be deleted and replaced with the following: SECTION 11. INFORMAL ACTION BY SHAREHOLDERS: Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without prior notice by (a) written consent of the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize such action at a meeting of the shareholders where all shareholders entitled to vote were present, or (b) such other method permitted by law. AVAILABILITY OF FILINGS MADE WITH THE SECURITIES AND EXCHANGE COMMISSION The Company's Annual Report on Form 10-KSB, its latest Quarterly Report on Form 10-QSB, and its subsequent report on Form 8-K will be sent to any shareholder of the Company upon request. Requests for a copy of these reports should be addressed to the Secretary of the Company at the address provided on the first page of this proxy statement. 23 EX-99.1 8 doc7.txt Exhibit 99.1 CERTIFICATION PURSUANT TO 18 U.S.C. Sec.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Sequiam Corporation (the "Company") on Form 10-QSB for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Nicolaas H. Van den Brekel, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Nicolaas H. Van den Brekel -------------------------------- Nicolaas H. Van den Brekel Chairman, President and Chief Executive Officer August 14, 2002 In connection with the Quarterly Report of Sequiam Corporation (the "Company") on Form 10-QSB for the period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Mark L. Mroczkowski, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Mark L. Mroczkowski -------------------------------- Mark L. Mroczkowski Senior Vice President and Chief Financial Officer August 14, 2002 -----END PRIVACY-ENHANCED MESSAGE-----