8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2007

SEQUIAM CORPORATION

(Exact name of registrant as specified in its charter)

California                                                                                             333-45678                                                                                           33-0875030
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

300 Sunport Lane, Orlando, Florida	32809
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (407) 541-0773

____________________________________________________________________________________________________________

(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 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.

On March 8, 2007, Sequiam Corporation (the “Company”) received written notice (the “Notice”) that an Event of Default occurred under the Second Amended, Restated and Consolidated Senior Secured Term Note, dated November 1, 2005, made by the Company in favor of Lee Harrison Corbin, Attorney-In-Fact for the Trust under the Will of John Svenningsen (the “Prior Note Holder”), in the original principal amount of $3,650,000 (the “Note”), as assigned to Biometrics Investors, L.L.C., a Delaware limited liability company (the “New Note Holder”) and the Loan Documents, as defined in the Forbearance Agreement (defined below). According to the Notice, the Company failed to pay amounts due under the Note as of October 10, 2006, and was further advised that the Forbearance Termination Date under that certain Forbearance Agreement, dated as of November 22, 2006, between the Company and the Prior Note Holder, as assigned to the New Note Holder (the “Forbearance Agreement”), has passed. According to the Notice, the New Note Holder will provide the Company with notice of the UCC sale which the New Note Holder will schedule to liquidate the collateral for the Note.

Simultaneously with the receipt of the Notice, the Company received a term sheet (the “Term Sheet”) from the New Note Holder offering to further amend and restate the Note and enter into a new credit agreement with the Company providing for the advance of an additional loan amount as provided in the Term Sheet (the “Proposed Transaction”). The Term Sheet shall terminate on March 18, 2007 if not otherwise accepted by the Company. The terms of the offer include adding all accrued interest and penalties to the principal balance of the Note, amending and restating the Note to approximately $4 million and then subsequently advancing an additional $2.5 million to the Company (the "Advance") and restating the Note to a total of $6.5 million. If the Term Sheet is accepted and the transactions consummated, the Note will bear interest at 12% per annum payable monthly in arrears with a single principal payment due on April 15, 2009. Furthermore, the Note will be collateralized by all of the assets of the Company and guaranteed by each of its subsidiaries.

In connection with the Proposed Transaction, the New Note Holder would be entitled to receive warrants with an exercise price of $0.01 for an amount of common shares that would represent 25% of the number of shares of common stock outstanding on a fully diluted basis. As a condition of the Proposed Transaction, the Company must obtain consents from and waivers of anti-dilution restrictions from the existing shareholders, warrant holders and convertible preferred holders who have such rights. Additional terms and conditions apply the Advance.

Subject to additional terms, conditions and milestones set forth in the Term Sheet, the New Note Holder will advance an additional $5 million to the Company under the same Note (the “Additional Advance”). In connection with the Additional Advance, the New Note Holder would be entitled to receive warrants with an exercise price of $0.01 for an amount of common shares that would represent 15% of the number of shares of common stock outstanding on a fully diluted basis. The Additional Advance would be conditioned among other things, upon Company achievement of profitability and cash flow targets.

The Company is making every effort to work with the New Note Holder to: (a) cure the Event of Default; (b) enter into the Term Sheet and (c) consummate the Proposed Transaction.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits.

 (a)Financial Statements of Businesses Acquired.

  Not Applicable

 (b)Pro Forma Financial Information.

    Not Applicable

 (c)Shell Company Transactions.

  Not Applicable

 (d) Exhibits.

NumberDescription

 10.1  Notice of Default, dated March 8, 2007.

10.2    Letter of Intent and Term Sheet, dated March 8, 2007.

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
	(Registrant)
Date: March 14, 2007
	By: /s/ Mark L. Mroczkowski
	Mark L. Mroczkowski
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1 Notice of Default

March 8, 2007

Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Attention: Mark Mroczkowski

Re: Second Amended, Restated and Consolidated Senior Secured Term Note dated November 1, 2005 made by Sequiam Corporation

Dear Sirs:

Biometrics Investors, L.L.C., a Delaware limited liability company (“Note Holder”) has acquired from Stephen A. Ross, as authorized agent for the Trust Under the Will of John Svenningsen (the "Seller"), that Second Amended, Restated and Consolidated Senior Secured Term Note dated November 1, 2005 (the "Note") made by the Company in the amount of $3,650,000 payable to Lee Harrison Corbin, Attorney-In-Fact for the Trust under the Will of John Svenningsen. Terms defined in the Note are used with the same meanings in this letter.

Note Holder has also acquired the interests of Seller in the Related Agreements and in that Forbearance Agreement dated as of November 22, 2006 made by the Company and the Seller (the "Forbearance Agreement").

You are hereby advised that an Event of Default occurred under the Note when the Company failed to pay amounts due under the Note as of October 10, 2006, and you are further advised that the Forbearance Termination Date under the Forbearance Agreement has passed. Note Holder hereby declares an Event of Default under the Note and the Loan Documents (as defined in the Forbearance Agreement). Note Holder will provide you with notice of the UCC sale which Note Holder will schedule to liquidate the collateral for the Note.

BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company

By:____________________________________

Name: Roger Brown

Title: Manager

EX-10.2

Exhibit 10.2 Letter of Intent and Term Sheet

March 8, 2007

Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Attention: Mark Mroczkowski

Re: Proposed Loan to Sequiam Corporation from Biometrics Investors, L.L.C.

Dear Sirs:

Biometrics Investors, L.L.C., a Delaware limited liability company (“Lender”) has acquired that Second Amended, Restated and Consolidated Senior Secured Term Note dated November 1, 2005 (the "Note") made by Sequiam Corporation (the “Company”) in the initial aggregate principal amount of $3,650,000. This letter of intent states the terms on which Biometrics Investors, L.L.C. (“Lender”), is prepared to further amend and restate the Note and enter into a new Credit Agreement with the Company providing for the advance of an additional loan amount as provided below. The parties intend to be contractually bound by the terms stated in this letter of intent only upon execution and delivery of final loan and security documents.

This offer of terms stated in this letter of intent is valid for ten (10) days from the date stated above.

Issue	Terms
A. The Note	Subject to the terms and conditions of this letter of intent, the Note would be amended and restated as follows:
1. Principal Amount: $6,500,000	The principal amount of the existing loan would be increased from $4,000,000 to $6,500,000
2. Interest Rate:	The interest rate on the Note would be twelve percent (12%) per annum. Interest would be payable monthly in arrears.
3. Maturity Date:	The Note would be due and payable on April 15, 2009.
4. Principal Amortization:	No principal amortization would be required.
B. The First Additional Advance	Subject to the terms and conditions of this letter of intent, Lender would advance an additional $2,500,000 to the Company.
1. Produce Development Advances.	Lender would advance working capital to the Company for product development purposes in the amount of $1,000,000. Disbursements of this advance would be conditioned on either the execution of contracts with new customers or the receipt of additional purchase orders from existing customers, with those purchase orders and contracts to be in form and on terms satisfactory to Lender, including having gross margins acceptable to Lender..
2. Advances Based on Profitability.	Lender and the Company would establish criteria for improvement in the Company's cash flow and decreases in the Company's operating losses. Based on the Company's achievement of these criteria, Lender will advance additional working capital in an amount not to exceed $1,500,000.
3. Board Representation.	The Company will increase the number of seats on its Board of Directors from three to five, and two Lender representatives would be elected as directors of the Company.
C. Collateral for the Loan and Loan Documentation
1. Guarantees.	All subsidiaries of the Company would guarantee the Loan.
2. Collateral.	All assets of the Company, including the stock of the subsidiaries, would be pledged to secure the loan.
3. Loan Documentation
D. Conditions to the First Additional Advance	These conditions have to be satisfied before additional amounts are advanced.
1. Issuance of Warrants to Lender.	You would receive warrants for an amount of common shares that would represent 25% of the number of shares of common stock that the Company would have if all warrants and conversion rights were exercised ("Fully Diluted Shares"). The Company would obtain waivers of anti-dilution restrictions from the existing shareholders, warrant holders and convertible preferred holders who have anti-dilution rights. The Company has advised Lender that the number of Fully Diluted Shares is 156,335,113. If that number is correct, the Lender would receive warrants for 104,223,409 common shares. The price for the warrant exercise would be $.01.
2. Consent of Existing Holders.	All shareholders or warrant holders with existing protection against dilution would consent to the grant of the warrants and would waive dilution rights and any rights adjusting the price at which their warrants would be exercised.
3. Securities Law Requirements.	The Company would both have received advice of counsel regarding securities law requirements regarding disclosure of the loan and the issuance of the warrants. The Company would agree to register the shares issued to Lender as a result of the exercise of the warrants at no cost to Lender.
E. The Additional Advance Amounts	Subject to the terms and conditions of this letter of intent, Lender would advance an additional $5,000,000 to the Company.
1.Conditions to the Additional Advances.	These advances would be conditioned entirely on Company achievement of profitability and cash flow targets.
2. Advances against inventory and receivables	The Company would advance _____ % against Qualifying Inventory and _____ % against Qualifying Receivables.
3. Collateral.	Same as for the first advance.
4. Warrants.	You would receive warrants for an amount of common shares that would represent 15% of the number of shares of common stock that the Company would have if all warrants and conversion rights were exercised. The Company would obtain waivers of anti-dilution restrictions from the existing shareholders, warrant holders and convertible preferred holders who have anti-dilution rights. The price for the warrant exercise would be $.01. The total number of common shares that would be issued to the Lender would represent 40% of the of the number of shares of common stock that the Company would have if all warrants and conversion rights were exercised

    BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company

    By:___________________________________

    Name: ________________________________

 Title: _________________________________