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):  June 18, 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 June 18, 2007, Sequiam Corporation (the “Company”) received a written notice (the “Notice”) from Biometrics Investors, LLC (“Biometrics”) that the Company violated the Subordination Agreement, dated March 30, 2007, by and among Mark Mroczkowski, Nick VandenBrekel and Biometrics (the “Subordination Agreement”) because the Company paid a debt owed to Mr. VandenBrekel that was classified as a “Junior Liability”.  According to the Notice, the Company’s violation of the Subordination Agreement constituted an event of default under Section 14(b) of the Agreement, dated March 30, 2007, between the Company and Biometrics (the “Loan Agreement”), unless cured by the Company within the 30 days curative period following the date of the Notice (July 15, 2007). The Subordination Agreement was entered into simultaneously with the Loan Agreement in connection with the Company borrowing an additional $2,500,000 from Biometrics. The total amount borrowed from Biometrics is currently $5,715,119 (the "Liabilities"). If the Company fails to cure the default set forth in the Notice, then Biometrics may (a) accelerate payment of the Liabilities and immediately demand payment in the amount of approximately $5,755,000 and (b) foreclose on substantially all of the assets of the Company.

On June 21, 2007, the Company received an additional written notice (the “Additional Notice”) from Biometrics stating that for so long as Mr. VandenBrekel is in full compliance with the terms of the Agreement described below, Biometrics would refrain from enforcing its rights under the Loan Agreement with respect to the defaults that were identified in the Notice.

On June 20, 2007, Nick VandenBrekel and Biometrics entered into an Agreement (the “Agreement”) which provides that Mr. VandenBrekel will purchase 100% of Biometrics for a purchase price equal to Biometrics’ out of pocket investment plus accrued interest, all costs of the transaction, and all expenses incurred by Biometrics related to its investment in the Company (the “Purchase Price”). Closing is to be no later than August 20, 2007 (the “Closing Date”). The Agreement also states that from June 20, 2007 to the Closing Date, Mr. VandenBrekel will provide 100% of the working capital needed by the Company as determined by Biometrics. The Company is not a party to this Agreement.

If Mr. VandenBrekel fails to fully fund the Purchase Price on or before the Closing Date or fails to provide the working capital required by the Company from June 20, 2007 to the Closing Date, then Mr. VandenBrekel will resign his current role and agree to serve the Company in any capacity that Biometrics requires for two years at a fixed salary of $200,000 per annum. Additionally, Mr. VandenBrekel will assign to Biometrics the five million stock options granted to him by the Company and eleven million common shares of the Company owned by him. The common shares will be held in escrow and may be returned to Mr. VandenBrekel at the sole discretion of Biometrics at the end of the two-year service period.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

 The information provided in response to Item 2.04 of this Current Report on Form 8-K is hereby incorporated by reference.

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.

                   Number       Description

10.1          Notice under Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics   Investors, LLC, dated June 15, 2007

10.2         Notice under Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics Investors, LLC, dated June 21, 2007

99.1        Agreement between Nick VandenBrekel and Biometrics Investors, LLC, dated June 20, 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:  June 22, 2007
	By:  /s/ Mark L. Mroczkowski
	Mark L. Mroczkowski
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

June 15, 2007

Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Attention: Mark Mroczkowski

Re: Notice under Agreement dated as of March 30, 2007 made by Sequiam Corporation and Biometrics Investors, L.L.C.

Dear Sirs:

Biometrics Investors, L.L.C., a Delaware limited liability company ("Lender"), and Sequiam Corporation, a California corporation ("Borrower"), have entered into that Agreement dated as of March 30, 2007 (the "Loan Agreement").  Pursuant to the terms and conditions of the Loan Agreement, Borrower has executed and delivered to Lender Term Note A dated March 30, 2007 in the amount of $6,500,000 ("Term Note A").  Terms defined in the Loan Agreement are used with the same meanings in this notice.

Mark Mroczkowski and Nick VandenBrekel ("Subordinated Lenders") have also executed and delivered to Lender that Subordination Agreement dated as of March 30, 2007 (the "Subordination Agreement"), which Subordination Agreement has been acknowledged and agreed to by Borrower.  The Subordination Agreement is identified as an "Other Agreement" under the Loan Agreement.

The Subordination Agreement identifies certain specific indebtedness from the Borrower to the Subordinated Lenders and defines both that specific indebtedness and "principal, interest and other fees attributable to any other indebtedness owed by the Company to either Mark Mroczowski or Nick VandenBrekel" in the term "Outstanding Indebtedness."  Under the Subordination Agreement, the Outstanding Indebtedness is included in the term "Junior Liabilities."  Subordination Agreement, Section 1.

The Subordination Agreement states:

[t]he payment of the Junior Liabilities shall be postponed and subordinated to the payment in full of the Senior Liabilities.  Furthermore, no payments or other distributions whatsoever in respect of any Junior Liabilities shall be made, nor shall any property or assets of any Subordinated Lender be applied to the purchase or other acquisition or retirement of any Junior Liability.  Subordination Agreement, Section 2.

Lender has been informed that in May, 2007, Mr. Nick VandenBrekel directed that the Borrower pay him the sum of approximately $250,000 in satisfaction of amounts alleged to have been owed by the Borrower to Mr. VandenBrekel.  Please be advised that any amounts owed by the Borrower to Mr. VandenBrekel constitute "Junior Liabilities" under the Subordination Agreement, and the payment of this amount violated the Subordination Agreement.  Under Section 14(b) of the Loan Agreement, Borrower's violation of the Subordination Agreement will constitute an Event of Default unless this violation is cured by Borrower within thirty (30) days after the date of this notice.  The occurrence of an Event of Default under the Agreement which will cause the entire outstanding balance of Term Note A, including all accrued and unpaid interest, to become immediately due and payable.

Please notify Lender when Borrower has recovered the payment made to Mr. VandenBrekel in violation of the Subordination Agreement.  If that payment is not recovered within thirty (30) days of the date of this notice, Lender will declare an Event of Default under the Loan Agreement.

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

By:    _________________________________                                                            

Name:  ________________________________                                                              

Title: Manager

cc: Greenberg Traurig, P.A.

450 S. Orange Avenue, Suite 650

Orlando, FL 32801

Attention: Randolph Fields, Esq.

(407) 650-8472

EX-10.2

Exhibit 10.2

June 21, 2007

Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Attention: Mark Mroczkowski

Mr. Mark Mroczkowski

Mr. Nick VandenBrekel

c/o Sequiam Corporation

300 Sunport Lane

Orlando, FL 32809

Re: Notice under Agreement dated as of March 30, 2007 by and between Sequiam Corporation and Biometrics Investors, L.L.C.

Dear Sirs:

Biometrics Investors, L.L.C., a Delaware limited liability company ("Lender"), and Sequiam Corporation, a California corporation ("Borrower"), have entered into that Agreement dated as of March 30, 2007 (the "Loan Agreement").  Terms defined in the Loan Agreement are used with the same meanings in this letter.  On June 15, Lender issued a notice of default under the Loan Agreement ("Notice of Default"), which Notice of Default identified Mr. Nick VandenBrekel and Mr. Mark Mroczkowski as subordinate lenders ("Subordinate Lenders").

On June 20, Lender and Mr. Nick VandenBrekel entered into a letter agreement regarding the purchase by Mr. VandenBrekel of the ownership interests in Lender, in addition to other matters provided for in that agreement (the "June 20 Letter Agreement").

This letter will evidence the agreement of Lender that, as long as Mr. VandenBrekel is in full compliance with the terms of the June 20 Letter Agreement, Lender will refrain from enforcing its rights under the Loan Agreement with respect to the defaults which are identified in the Notice of Default.  However, should Mr. VandenBrekel fail to perform his obligations under the June 20 Letter Agreement, Borrower and the Subordinate Lenders agree that Lender may elect to proceed against Borrower under the Loan Agreement without prejudice, waiver or diminution of Lender's rights in any respect by reason of Lender's agreement to refrain from enforcing those rights as provided in this letter.

This letter will also evidence the agreement of Lender that, in the event that Mr. VandenBrekel provides working capital to the Borrower as contemplated by the June 20 Letter Agreement, such advances of working capital will not be construed to violate the provisions of the Loan Agreement which restrict the Borrower from obtaining financing other than the Loan.

Please sign and return the enclosed acknowledgement copy of this letter to evidence the agreement of Borrower and the Subordinate Lenders that Lender's present agreement to refrain from enforcing its rights under the Loan Agreement will not prejudice Lender's subsequent exercise of its rights in the event that Mr. VandenBrekel should fail to perform his obligations under the June 20 Letter Agreement.

              Sincerely yours,

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

By:   _____________________________________                                                             

Name: Roger Brown

Title: Manager

Accepted and agreed to the day and year first above written

SEQUIAM COROPRATION, a California corporation:

By:        ___________________________                                                    

Name:   ___________________________                                                         

Title:     ___________________________                                                       

___________________________                                                       

Name: Nick VandenBrekel

___________________________                                                       

Name: Mark Mroczkowski

cc: Greenberg Traurig, P.A.

450 S. Orange Avenue, Suite 650

Orlando, FL 32801

Attention: Randolph Fields, Esq.

(407) 650-8472

EX-99.1

Exhibit 99.1

Agreement

June 20, 2007

A. Nick VandenBrekel (NV) will purchase 100% of  Biometrics Investors LLC (BIL) for 100% of BIL out of pocket investment plus any and all accrued interest, plus any and all cost of transaction plus any and all expense BIL have or my have in any portion of BIL investment into Sequiam Corporation (Purchase Price).  NV will close no later than August 20^th, 2007 (closing date).

B. If NV fails to fully fund the entire Purchase Price on or before the closing date or fails to fulfill (D) below, then NV will assign, transfer, give free and clear 100% of all his warrants (estimated at 5,000,000 shares) to BIL there will be no expectations that these warrants will be returned to NV or any parties associated with NV.   NV will also assign 50% of his current shares, estimated at 11,000,000 shares, to BIL.  These shares will be held in an escrow account with Ken Hartmann, escrow fees will be paid by NV, and the shares can be returned at Biometrics Investors LLC SOLE DESCRETION, once NV completes two years of services as defined below.

THERE IS NO AGREEMENT THAT THEY WILL BE RETURNED, NOR IS THERE ANY REPRESENTATION THAT THERE IS ANY OBLIGATION BY BIOMETRICS INVESTORS LLC TO RETURN OF THE SHARES TO NV.

C. If the full funding does not happen on the closing date or if NV does not fulfill (D) below NV will resign his current role and agree to serve at the discretion of the BIL in any capacity that BIL request, for a salary of $200,000 per year. If at BIL sole discretion NV does a job that we are totally pleased with and fulfill all of our requirements that we ask, and then at BIL only judgment will have the choice to release the escrowed shares (not the warrants) back to NV. If BIL decides not to give the shares to NV the then shares will be released to BIL and there will be no future obligations due to NV in any manner.

D. From the date of this agreement NV will provide the 100% of the needed working capital at, BIL sole discretion to the company till close. NV understands his lack of funding the company till closing will harm the company and BIL will seek any and all remedies.

_________________________________

Nick VandenBrekel

_________________________________

Roger Brown