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: August 31, 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):

ྏ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))

SECTION 2 - FINANCIAL INFORMATION

Item 2.04.Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously reported in the Form 10-QSB for Sequiam Corporation (the “Company”), filed with the Securities and Exchange Commission on August 21, 2006 (the “Form 10-QSB”), the Company failed to obtain the written consent of DKR Soundshore Oasis Holding Fund Ltd. (“DKR”), one of the Company’s Series A preferred stockholders, in connection with amending the terms of an outstanding warrant to purchase shares of the Company’s common stock (the “Amendment”), entering into a debt agreement and issuing shares of the Company’s common stock to an individual pursuant to an acquisition. All of the Company’s other Series A preferred stockholders consented to these transactions prior to the filing of the Form 10-QSB.

As a result, the Company reported in the Form 10-QSB that, although DKR had the right to require the Company to redeem all of the Series A preferred stock held by them for a redemption price, in cash, equal to the triggering redemption amount as defined in the Certificate of Determination of Preferences, Rights and Limitations of Series A 9% Convertible Preferred Stock (which, as of June 30, 2006, was approximately $506,000, of which $315,000 was mandatorily redeemable cumulative convertible preferred stock and approximately $17,000 is dividends payable), the Company was in discussions with DKR in an effort to obtain their consent and cure the default.

On August 31, 2006, DKR granted its consent to the Amendment and the other requested transactions. As a result, the Company has effectively cured its default and is no longer under any obligation to redeem any of DKR’s Series A preferred stock.

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.

99.1Waiver and Consent of DKR Soundshore Oasis Holding Fund Ltd.

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: August 31, 2006By: /s/ Mark L. Mroczkowski

Name: Mark L. Mroczkowski

Title: Executive Vice President and Chief Financial Officer

EX-99.1 CHARTER

WAIVER AND CONSENT

Reference is made to that certain Securities Purchase Agreement, dated as of November 30, 2005, by and among Sequiam Corporation, a California corporation (the “Company”) and the investors (the “Investors”) identified therein (the “Purchase Agreement”) and to that certain Certificate of Determination of Preferences, Rights and Limitations of Series A 9% Convertible Preferred Stock, filed with the Secretary of State of the State of California on December 9, 2005 (the “Certificate”).

WHEREAS, Effective July 6, 2006, Sequiam Biometrics, Inc. (“Biometrics”), a wholly-owned subsidiary of the Company, entered into a Distribution and Manufacturing Agreement (the “Agreement”) with Quasar Group, Inc. (“Quasar”), pursuant to which Biometrics and Quasar agreed to form a new corporation (“Distributor”) in Switzerland. Biometrics will own 51% and Quasar will own 49% of Distributor. As part of the Agreement, and as a prerequisite of the Distributor obtaining a Swiss canton-sponsored loan in connection with the Swiss Bonny Decree program, Biometrics and Quasar will demonstrate that the Distributor will have a minimum of $1,500,000 in intangible assets. Distributor will use its best effort to secure a loan via the Swiss Bonny Decree program in an amount equal to three million Swiss francs, which will be Quasar’s sole responsibility. Pursuant to the Bonny Decree program, the loan will have an annual interest rate corresponding to the standard commercial credit interest rate in Switzerland and will be amortized over a period no longer than ten years. The loan should have a payment grace period of no less than two years;

WHEREAS, the Certificate precludes the Company and any of its subsidiaries from entering into any indebtedness for borrowed money of any kind without obtaining the prior written consent and waiver of the undersigned;

WHEREAS, Effective July 21, 2006, Biometrics entered into a Stock Purchase Agreement with Magstone Innovation, Inc. (“Magstone”) and Magstone’s sole shareholder (“Shareholder”). In exchange for 75% of Magstone’s issued and outstanding capital stock, Biometrics will issue and deliver to Shareholder, 500,000 shares of the Company’s common stock restricted under Rule 144:

WHEREAS, the Purchase Agreement and the Certificate preclude the Company from issuing securities pursuant to an acquisition to a recipient that is not an operating company without obtaining the prior written consent and waiver of the undersigned;

WHEREAS, On April 11, 2006, the Company entered into to an Amendment to a Promissory Note (the “Amendment”) with Anthony Bruno. As part of the Amendment, it was agreed that for certain consideration provided by Anthony Bruno, the warrant previously issued to Anthony Bruno would be amended to 476,191 of the Company’s common shares restricted under rule 144 at $0.21 per share;

WHEREAS, The Purchase Agreement and the Certificate allow the Company to issue securities that were exercisable into the Company’s common shares that were outstanding on the dates of the Purchase Agreement and the Certificate. However, the Purchase Agreement and the Certificate preclude the Company from issuing these securities when such securities have been amended since the dates of the Purchase Agreement and the Certificate without obtaining the prior written consent and waiver of the undersigned;

NOW, THEREFORE,

1.   The Company hereby agrees that on or before 9:00 a.m., New York time, on September 1, 2006, the Company shall file with the SEC a Form 8-K with this Waiver and Consent as an attachment.

2.   The undersigned hereby (i) acknowledges, approves of and consents to a) the Distributor entering into indebtedness as described above, b) the issuance of the Company’s common stock, as described above to the individual described as “Shareholder”, c) and the amendment of the warrant as described above, and further acknowledges that these items, as proposed herein, will not give rise to a termination or default under the Agreement or the Certificate; and (ii) waives Section 4.14 of the Purchase Agreement and Section 10 of the Certificate with respect to these items. Notwithstanding the foregoing, the undersigned shall only provide the consents and waivers described herein if the Company files an 8-K as agreed to in Section 1 above.

Subject to the consents and waivers provided herein, the Purchase Agreement and Certificate shall remain in full force and effect. Except as expressly set forth herein, this Consent & Waiver Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Purchase Agreement or the Certificate or of any right, power or remedy of the Investors, or constitute a waiver of any provision of the Purchase Agreement or Certificate (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder. Except as set forth herein, the Investors reserve all rights, remedies, powers, or privileges available under the Purchase Agreement and the Certificate, at law or otherwise. This Consent & Waiver Agreement shall not constitute a novation or satisfaction and accord of the Purchase Agreement or any other document, instrument and/or agreement executed or delivered in connection therewith.

IN WITNESS WHEREOF, the undersigned has executed this instrument as of this 31 day of August, 2006.

 DKR SOUNDSHORE OASIS HOLDING FUND LTD.

By:

Name:

Title: