8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: July 13, 2006

(Date of earliest event reported)

________________________________

SEQUIAM CORPORATION

(Exact Name of Registrant as Specified in Charter)

________________________________

California	333-45678	33-0875030
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

300 Sunport Lane

Orlando, Florida 32809

(Address of Principal Executive Offices)

(407) 541-0773

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 8 - OTHER EVENTS

Item 8.01.Other Events.

On July 13, 2006, Sequiam Corporation (the “Company”) reached an agreement with Chapman Spira & Carson, LLC (“Chapman”) to settle the complaint filed by Chapman on or about September 28, 2005 in United States District Court for the Southern District of New York in which Chapman asserted claims for breach of contract and unjust enrichment (the “Dispute”). The agreement to settle the Dispute requires the Company to deliver a cash payment to Chapman of $200,000. In exchange for the settlement payment, both parties stipulate and agree that all claims and counterclaims in the Dispute are discontinued as to all parties with prejudice.

Neither party admits any liability or wrongdoing and the settlement does not construe any admission of liability or wrongdoing.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01.Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c)   Shell company transactions.

Not applicable.

(d) Exhibits.

99.1Settlement Agreement between Sequiam Corporation and Chapman Spira & Carson, LLC.

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.

SEQUIAM CORPORATION

Date: July 14, 2006  By: /s/ Mark L. Mroczkowski

Name: Mark L. Mroczkowski

Title: Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

SETTLEMENT AGREEMENT

This Settlement Agreement (“Agreement”) made as of July __, 2006 (the “Effective Date”) is by and between Chapman Spira & Carson, LLC (“Plaintiff”), on the one hand, and Sequiam Corporation (“Defendant”), on the other hand. The foregoing entities shall be referred to herein collectively as the “Parties.”

RECITALS

1.WHEREAS, Plaintiff commenced an action against Defendant captioned Chapman Spira & Carson, LLC v. Sequiam Corporation, Index No. 05-CV-8345 (the “Action”), and Defendant asserted a counterclaim against Plaintiff as part of the Action; and

2.WHEREAS, to avoid the cost, expense, uncertainty, and disruption of continued and future litigation, and without admitting any liability or wrongdoing, the Parties hereto desire to settle their dispute and to discontinue the Action with prejudice and without costs;

3.NOW THEREFORE, in consideration of the mutual promises, releases and covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

MUTUAL CONSIDERATION AND RELEASES

4In consideration of the terms of this Agreement, Defendant shall pay to Plaintiff the sum total of $200,000, the payment of which sum shall be made prior to the filing of the Stipulation of Discontinuance in accordance with Paragraph 7 of this Agreement. In further consideration of the terms of this Agreement, Plaintiff, on behalf of itself and its past and present employees, attorneys, agents, affiliates,

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representatives, successors and assigns (collectively, the “Plaintiff Releasors”), covenants not to sue and hereby releases and forever discharges Defendant and each of its past and present employees, attorneys, agents, affiliates, representatives, successors and assigns (collectively, the “Defendant Releasees”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law or in equity, whether known or unknown, which against the Defendant Releasees, the Plaintiff Releasors ever had, including any and all claims and counterclaims that were or could have been asserted in the Action.

5.In further consideration of the terms of this Agreement, Defendant, on behalf of itself and its past and present employees, attorneys, agents, affiliates, representatives, successors and assigns (collectively, the “Defendant Releasors”), covenants not to sue and hereby releases and forever discharges Plaintiff and each of its past and present employees, attorneys, agents, affiliates, representatives, successors and assigns (collectively, the “Plaintiff Releasees”) from any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law or in equity, whether known or unknown which against the Plaintiff Releasees, the Defendant Releasors ever had, including any and all claims and counterclaims that were or could have been asserted in the Action.

6.Notwithstanding anything in this Agreement to the contrary (including Paragraphs 4 and 5, above), nothing in this Agreement is intended or shall be construed to release or discharge any of the Parties from any obligation set forth, or liability for any representation made, in this Agreement, as to which matters the Parties expressly reserve their rights.

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DISCONTINUANCE

7.In consideration of the terms of this Agreement, the Parties have consented to the discontinuance and withdrawal of all claims and counterclaims in the Action and shall, contemporaneous with the execution of this Agreement, cause their counsel to sign and file a Stipulation of Discontinuance in the form annexed hereto as Exhibit A.

AUTHORITY

8.Each of the signatories hereto represents and warrants that he or she is authorized to execute this Agreement on behalf of the Party for whom he or she signs.

NO ADMISSION

9.Neither the making of this Agreement nor any of its terms shall be construed as an admission by any Party of any liability whatsoever.

ATTORNEYS' FEES

10.The Parties acknowledge and agree that each of them shall bear their own costs, expenses and attorneys’ fees arising out of or connected with the acts and occurrences which gave rise to this Agreement, the negotiation, drafting and execution of this Agreement, and all matters arising out of or connected therewith.

ENTIRE AGREEMENT

11.This Agreement constitutes the entire agreement between the Parties. Except as explicitly set forth in this Agreement, there are no representations, warranties or inducements, whether oral, written, express or implied, that in any way affect or condition the validity of this Agreement or alter its terms. All prior negotiations, agreements, understandings and representations, whether oral or written, are superseded and canceled by this Agreement.

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NO ASSIGNMENT

12.Each Party represents and warrants as of the Effective Date of this Agreement that it has not assigned, conveyed, or otherwise transferred any claims, demands, causes of action, rights, or obligations related in any way to the claims or counterclaims asserted in the Action.

GOVERNING LAW

13.This Agreement shall be governed by and construed under the laws of the State of New York without giving effect to principles of conflicts of law. Any action arising out of or pertaining to this Agreement shall be brought in a court of competent jurisdiction in the State of New York, County of New York, and the Parties hereby consent to the jurisdiction of any such court over the Parties solely with respect to such action.

NO DISPARAGEMENT

14.Plaintiff shall not make or publish any statement, orally or in writing, or instigate or participate in the making or publishing of any statement which disparages Defendant or any entity with which Defendant may become affiliated, including without limitation any statement that Defendant engaged in any wrongdoing of any kind. Likewise, Defendant shall not make or publish any statement, orally or in writing, or instigate or participate in the making or publishing of any statement which disparages Plaintiff or any entity with which Plaintiff may become affiliated, including without limitation any statement that Plaintiff engaged in any wrongdoing of any kind. The Parties shall describe the resolution of the Action as “amicable,” aimed at both Parties being able to pursue their own independent business interests.

ENFORCEABILITY

15.If one or more provisions of this Agreement are deemed to be unenforceable under applicable law, such provisions shall be excluded from this Agreement, and the remainder

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of this Agreement shall be interpreted as if such provisions were so excluded and shall be enforced in accordance with the remaining terms.

MISCELLANEOUS

16.This Agreement may be executed in counterparts.

17.This Agreement may not be altered or amended in any way except by written agreement signed by all Parties to this Agreement.

18.The covenants, representations and other provisions contained herein shall survive the execution of this Agreement.

19.Each Party agrees to take such steps and execute such documents as may be reasonably necessary or proper to carry out and effectuate the covenants and purposes of this Agreement.

20.Titles and captions contained in this Agreement are inserted only as a matter of convenience and are for reference purposes only. Such titles and captions are intended in no way to define, limit, expand or describe the scope of this Agreement or the intent of any portion hereof.

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IN WITNESS WHEREOF, this Agreement consisting of six (6) pages, including this one, has been read and signed by the Parties on the date(s) set forth below.

Dated:July__, 2006	CHAPMAN SPIRA & CARSON, LLC, on its own behalf and on behalf of the Plaintiff Releasors By: Name:
Dated:July __, 2006	SEQUIAM CORPORATION, on its own behalf and on behalf of the Defendant Releasors By: Name:

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Exhibit A

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

----------------------------------------------------------------   CHAPMAN SPIRA & CARSON, LLC,   Plaintiff,   -against-   SEQUIAM CORPORATION,   Defendant.   ---------------------------------------------------------------- x : : : : : : : : : : x No. 05-CV-8345 (JSR)   STIPULATION OF DISCONTINUANCE  

IT IS HEREBY STIPULATED AND AGREED, by and between Plaintiff and Defendant, that all claims and counterclaims in the above-captioned action are hereby discontinued as to all Parties with prejudice and without costs or attorneys’ fees to any Party as against the other.

Dated:New York, New York

July __, 2006

GREENBERG TRAURIG, LLP   By:_________________________________ Scott R. Arsenault   200 Park Avenue New York, New York 10166 (212) 801-9200   Attorneys for Defendant LARRY KARS, P.C.   By:__________________________________ Larry Kars   101 East 52^nd Street, 9^th Floor New York, New York 10022 (212) 752-9700   Attorneys for Plaintiff