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):  August 15, 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 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement.

The information provided in response to Item 8.01 of this Current Report on Form 8-K is hereby incorporated by reference.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events.

On June 18, 2007, Sequiam Corporation (the “Company”) received 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”) as a result of paying 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 that certain loan 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.

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

On June 20, 2007, Nick VandenBrekel and Biometrics entered into an Agreement (the “Agreement”) providing that Mr. VandenBrekel will purchase 100% of Biometrics for a purchase price equal to Biometrics’ out of pocket investment plus accrued interest, all transaction costs, and all expenses incurred by Biometrics related to its investment in the Company (the “Purchase Price”). The Agreement also stated that closing is to be no later than August 20, 2007 (the “Closing Date”) and 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.

On August 15, 2007 Nick VandenBrekel acquired 100% of Biometrics. Immediately subsequent to the acquisition of Biometrics by Mr. VandenBrekel, he sold it to an unrelated third party.

Concurrent with the acquisition Biometrics: (a) waived the event of default described in the Notice, (b) modified the Loan Agreement to waive the requirement for bank account control agreements and (c) modified the Loan Agreement to provide that no interest shall accrue on the indebtedness evidenced by the Term A Loan for the period commencing on August 15, 2007 through the date of repayment. These events were memorialized by Biometrics and the Company as follows:

·   Waiver of Default  under Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics   Investors, LLC, dated August 15, 2007;

·   Modification of  Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics   Investors, LLC, dated August 15, 2007; and

·   Modification of Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics   Investors, LLC, dated August 15, 2007.

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         Waiver of Default under Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics Investors, LLC, dated August 15, 2007

10.2         Modification of Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics Investors, LLC, dated August 15, 2007

10.3         Modification of Loan Agreement dated as of March 30, 2007, between Sequiam Corporation and Biometrics Investors, LLC, dated August 15, 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:  August 17, 2007
	By:  /s/ Mark L. Mroczkowski
	Mark L. Mroczkowski
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1 

Biometrics Investors, L.L.C.

95 Revere Drive, Suite A

Northbrook, Illinois 60062

August 15, 2007

Sequiam Corporation

300 Sunport Lane

Orlando, Florida 32809

Re: Agreement dated March 30, 2007 (the “Agreement”) between Biometrics Investors, L.L.C., a Delaware limited liability company (“Biometrics”), and Sequiam Corporation, a California corporation (“Sequiam”), and certain other documents, instruments and agreements executed in connection therewith (collectively, the “Loan Documents”)

Gentlemen:

In consideration of the consummation of the transactions contemplated  in that certain Membership Interest Purchase Agreement (the “Purchase Agreement”) dated on or about August 15, 2007 by and among Nicholas VandenBrekel (“VandenBrekel”) and the members of Biometrics, and the transactions entered into in connection with the Purchase Agreement, effective as of the date hereof Biometrics hereby waives the Event of Default arising from the payment by Sequiam in May of 2007 of approximately $250,000 in satisfaction of amounts owed to VandenBrekel, which payment was made in violation of that certain Subordination Agreement dated March 30, 2007, by and among Mark Mroczkowski, VandenBrekel and Biometrics (the “ExistingDefault”).

This letter in no event constitutes a modification or an alteration of the terms, conditions or covenants of the Agreement or any other Loan Document.  This letter shall not, nor shall it be construed to, obligate Biometrics to waive any Events of Default other than the Existing Default.  The Credit Agreement and all other Loan Documents remain in full force and effect in accordance with their terms notwithstanding the waiver set forth herein.  Biometrics reserves and preserves all of its rights and remedies under the Agreement in respect of any Events of Default other than the Existing Default.

Capitalized terms used in this letter without definition have the meanings ascribed thereto in the Agreement.

Very truly yours,

BIOMETRICS INVESTORS, L.L.C.

By:                                                                

Name:                                                                           

Title:                                                                           

EX-10.2

Exhibit 10.2 

MODIFICATION OF AGREEMENT

This Modification of Agreement (this “Agreement”) is made as of this 15^th day of August, 2007 by and between Biometrics Investors, L.L.C., a Delaware limited liability company (“Lender”), and Sequiam Corporation, a California corporation (“Borrower”).

WHEREAS, Lender and Borrower are parties to that certain Agreement dated March 30, 2007 (the “Agreement”) pursuant to which Biometrics has agreed to loan Sequiam up to $11,500,000, pursuant to which Borrower delivered, among other things, that certain Term Note A dated March 30, 2007 in the original principal amount of $6,500,000.00 (the “Term Note A” and together with all documents entered into in connection therewith, the “Financing Documents”);

WHEREAS, the holders of all of the outstanding membership interests and/or other equity interests of Lender have entered into certain transactions on our about the date hereof (collectively, the “Transactions”) pursuant to which Crestview Capital Master, LLC, a Delaware limited liability company (“Crestview”) has become the sole member of Lender;

WHEREAS, as a condition to closing on the Transactions, Crestview has required that Lender modify the Loan Documents to provide that any interest accruing under the Term Note A subsequent to the date hereof be abated; and

WHEREAS, the parties hereto desire to amend the Loan Documents to abate any and all interest accruing under the Term Note A from and after the date hereof.

NOW, THEREFORE, in consideration of the consummation of the Transactions, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

1.           Amendment.  Section 3(a) of the Agreement be, and it hereby is amended to read as follows:

“(a)           Borrower shall pay to Lender interest on the outstanding principal balance of the Loans monthly in arrears on the first day of each month beginning on May 1, 2007 at the per annum rate of twelve percent (12%) (the “Base Rate”).  Following the occurrence of an Event of Default, Borrower shall pay to Lender interest on the outstanding principal balance of the Loans at the per annum rate of four percent (4%) plus the Base Rate (the “Default Rate”).  Notwithstanding anything to the contrary contained in this Section 3(a), in no event shall interest accrue on the indebtedness evidenced by the Term A Loan after August 15, 2007 through the date of repayment under the terms of the Term A Loan.  Interest shall be computed on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed.”

2.           Conflict.  Except as hereby amended, the Agreement and Loan Documents shall remain unchanged and in full force and effect.  If there is any conflict between the terms and provisions of the Agreement or other Loan Documents and the terms and provisions of this Agreement, this Agreement shall control.

3.           Counterparts.  This Agreement may be executed in any number of identical counterparts, any or all of which may contain signatures of less than all of the parties, and all of which shall be construed together as a single instrument.

           IN WITNESS WHEREOF, the parties hereto have each executed this Agreement to be effective for all purposes as of the date first written above.

BORROWER:

SEQUIAM CORPORATION,

  a California corporation

By:                                                      

Name:

Title:

BIOMETRICS INVESTORS, L.L.C.,

By:                                                      

Name:

Title:

EX-10.3

Exhibit 10.3 

MODIFICATION AGREEMENT

The undersigned hereby agree to delete the requirement for bank account control agreements set forth in Section 5(a) of that certain Agreement (the “Agreement”) dated as of the 30^th day of March, 2007 between SEQUIAM CORPORATION, a California corporation and BIOMETRICS INVESTORS, L.L.C., a Delaware limited liability company.  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.  Except for the foregoing extension, nothing herein shall be deemed to waive, amend or modify any provision of the Agreement.

Dated:  August 15, 2007

SEQUIAM CORPORATION

By:                                                                           

Its:

BIOMETRICS INVESTORS, L.L.C.

By:                                                                           

Name:

Title: