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):  February 26,2008

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 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

      On February 26, 2008, Sequiam Corporation, a California corporation (“Sequiam”), announced that effective February 22, 2008, Chris Barrow, Sequiam’s Executive Vice President and Chief Operating Officer was named President and Chief Executive Officer to replace Nicholas VandenBrekel who will remain with the Company as Chief Scientist.  Mr. VandenBrekel resigned from the Board and James C. Stanley was elected Chairman.

     In connection with this change, both Messrs VandenBrekel and Barrow entered into amendments to their employment agreements to reflect their respective change in duties. Copies of the amendments to the employment agreements are attached hereto as Exhibits 10.1 and 10.2.

     Prior to joining the Company, Mr. Barrow served as Executive Vice President of Sales and Business Development for HyperQuality, Inc, located in Seattle, Washington, from 2005 to 2007; served as the Senior Vice President and General Manager for Reliance Corporation of India from 2004 to 2005; and served as Executive Vice President of Sales and Marketing for Webhelp, Inc. in Toronto, Canada, from 1999 to 2004.

     In connection with his appointment as President and Chief Executive Officer, Mr. Barrow entered into an employment agreement with the Company, which has an initial term of three years, with successive one-year renewals, and provides for a base salary of $225,000. Mr. Barrow will be eligible to receive a performance-based bonus that will be based on a formula that has yet to be determined, and may be eligible for a discretionary bonus.  Mr. Barrow will also be eligible to receive stock options (the “Stock Options”) pursuant to the  terms and conditions of the Company’s 2003 Employee Stock Incentive Plan, as amended, and any successor plan thereto (the “Stock Option Plan”). The number of Stock Options and terms and conditions of the Stock Options shall be determined by the committee of the Board appointed pursuant to the Stock Option Plan, or by the Board of Directors of the Company, in its discretion and pursuant to the Stock Option Plan.

     Mr. Barrow will be entitled to three months severance pay, plus any accrued base and incentive pay, in the event that he is terminated without cause.  Mr. Barrow will be restricted from competing with the Company during the course of his employment and for a period of two years after his employment has been terminated.

     Other than the employment agreement and the granting of the Stock Options pursuant to the employment agreement, there have been no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Barrow had or will have a direct or indirect material interest.  There are no family relationships between Mr. Barrow and any other officer or director of the Company.

      A full text of the press release announcing Mr. Barrow's and Mr. Stanley’s appointment and the resignation and reassignment of Mr. VandenBrekel is attached hereto as Exhibit 99.1.

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               First Amendment to Second Amended Employment Agreement – Nick VandenBrekel

10.2               First Amendment to Employment Agreement – Chris Barrow

99.1               Press Release.

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:  February 29, 2008
	By:  /s/ Mark L. Mroczkowski
	Mark L. Mroczkowski
	Executive Vice President and Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

SECOND AMENDED EMPLOYMENT AGREEMENT

               This First Amendment ("Amendment") is made and entered into effective as of February 22, 2008 (the "Effective Date") to the Employment Agreement referenced below by and between Sequiam Corporation and Subsidiaries., ("Company" or "Employer"), and Nicholas VandenBrekel, an individual ("Employee") (together the "Parties").

RECITALS

               WHEREAS, the Parties had entered into that certain Second Amended Employment Agreement on February 1, 2008 (the "Original Agreement"); and

               WHEREAS, the Parties now want to amend the Original Agreement to make such changes as are specifically covered herein and as specifically identified in italics.

AGREEMENT

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

        Section 1 is hereby deleted and revised to read in its entirety as follows:

1.           Employment.  Sequiam hereby employs Employee and hereby affirms, renews and extends the employment of Employee as the Chief Scientist of Sequiam and Employee hereby affirms, renews and accepts such employment, for the “Term” (as defined in Section 3 below), upon the terms and conditions set forth herein. This Agreement constitutes an amendment and restatement of Sequiam Agreement in its entirety, and as of the Effective Date hereof, the terms, conditions and other provisions of this Agreement shall supersede all terms, conditions and other provisions of the Sequiam Agreement.

Except as set forth in this Amendment, the Original Agreement shall remain in full force and effect and references in the Original Agreement to "this Agreement", "hereunder", "herein", "hereof", and words of like effect shall mean the Original Agreement as so amended by this Amendment.

This Amendment may be executed in one or more counterparts and/or by facsimile, each of which shall be deemed an original and all of which signed counterparts, taken together, shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date referenced above.

Employee	Sequiam Corporation
By: /s/ Nicholas VandenBrekel	By: /s/ Bob Aoki
Name: Nicholas VandenBrekel	Name:  Bob Aoki
	Chairman Compensation Committee
	Sequiam Biometrics, Inc.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Secretary
	Sequiam Biometrics (PTY) Ltd.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Director
	Sequiam East, Inc.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Director

EX-10.2

Exhibit 10.2

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT

               This First Amendment ("Amendment") is made and entered into effective as of February 22, 2008 (the "Effective Date") to the Employment Agreement referenced below by and between Sequiam Corporation and Subsidiaries ("Company" or "Employer"), and Chris Barrow, an individual ("Employee") (together the "Parties").

RECITALS

               WHEREAS, the Parties had entered into that certain Employment Agreement on October 15, 2008 (the "Original Agreement"); and

               WHEREAS, the Parties now want to amend the Original Agreement to make such changes as are specifically covered herein and as specifically identified in italics.

AGREEMENT

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

        Section 1.2 is hereby deleted and revised to read in its entirety as follows:

1.2 Duties of Executive. During the Term of Employment under this Agreement, the Executive shall serve as the President and Chief Executive Officer (“CEO”) of the Company, shall faithfully and diligently perform all services as may be assigned to him by the Board of Directors, and shall exercise such power and authority as may from time to time be delegated to him by the Board of Directors. The Executive shall devote his full time and attention to the business and affairs of the Company, render such services to the best of his ability, and use his reasonable best efforts to promote the interests of the Company. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (i) serve on corporate, civic or charitable boards or committees, (ii) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (iii) manage personal investments, so long as such activities do not significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to the Company in accordance with this Agreement.

Except as set forth in this Amendment, the Original Agreement shall remain in full force and effect and references in the Original Agreement to "this Agreement", "hereunder", "herein", "hereof", and words of like effect shall mean the Original Agreement as so amended by this Amendment.

This Amendment may be executed in one or more counterparts and/or by facsimile, each of which shall be deemed an original and all of which signed counterparts, taken together, shall constitute one instrument.

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date referenced above.

Employee	Sequiam Corporation
By: /s/ Chris Barrow	By: /s/ Bob Aoki
Name: Chris Barrow	Name:  Bob Aoki
	Chairman Compensation Committee
	Sequiam Biometrics, Inc.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Secretary
	Sequiam Biometrics (PTY) Ltd.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Director
	Sequiam East, Inc.
	By: /s/ Mark Mroczkowski
	Name: Mark Mroczkowski
	Director

EX-99.1

Exhibit 99.1

Sequiam’s founder steps down as CEO and Chairman, hands reigns to successor and current COO, Chris Barrow.

Sequiam, an OEM provider that improves the convenience of products and solutions of global brands by adding identity management technologies, announced today that its founder and current Chief Executive Officer and Chairman of the Board of Directors, Nick VandenBrekel, is retiring from his current position.  Sequiam’s Board of Directors has unanimously appointed Chris Barrow, currently Chief Operating Officer; to the Chief Executive Officer position effective February 22, 2008.  James Stanley, currently serving on the board of directors, will assume the position of Chairman.

Chris Barrow remarked: “Nick has been a remarkable visionary in developing consumer biometric technologies since the beginning of the identity management industry.  Taking over for him is no easy task but I welcome the challenge with open arms.  By maintaining focus on Sequiam’s core competencies and flawlessly executing on the value propositions Nick helped put in place, I am certain the company will continue to develop in a way that excites our diverse group of stakeholders for the foreseeable future.”

Jim Stanley, incoming Chairman of the Board and principle of VII Capital Partners, LLC remarked," Nick VandenBrekel has displayed great vision, perseverance and innovation.  I've had the privilege of working with Nick since Sequiam’s inception and I believe it was his sense of possibility that helped develop the biometric industry into what it is today.  I look forward to working closely with Chris in his role as CEO and am eager to help him guide Sequiam into the future as it looks to execute its strategy and develop into the global leader for implementing biometric technology into consumer applications.”

Nick will be available to the Sequiam Board of Directors as Chief Scientist at large to aid company development in a variety of industry-focused settings.  When called upon, Nick will act as an ambassador for the adoption and uptake of all biometric technology applications across consumer, education, financial services, government and other relevant markets.  This role will include aspects of new product development, presentations to potential market entrants, be they investors or participants, and leading discussions between biometric companies on the advancement and evolution of the identity management industry.

About Sequiam

Headquartered in Orlando, Florida, Sequiam is an OEM provider that extends and enhances the products and solutions of global brands by adding identity management capabilities.  Sequiam has invested extensively in the research and development of consumer biometric technologies that can be integrated into real-world environments while ensuring the evolved product or solution is affordable, intuitive and non-intrusive.  Sequiam is a global company with sales offices, manufacturing facilities and development centers in North America, Taiwan, China and South Africa.  For more information, please visit http://www.sequiam.com

Safe Harbor Statement -- Forward-Looking Statements

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements made on behalf of the company and its subsidiaries. All such forward-looking statements are, by necessity, only estimates of future results and actual results achieved by the company may differ materially from these statements due to a number of factors. Any forward-looking statements speak only as of the date made. Statements made in this document that are not purely historical are forward-looking statements, including any statements as to beliefs, plans, expectations, or intentions regarding the future. Risk factors that may cause results to differ from projections include, without limitation, loss of suppliers, loss of customers, inadequate capital, competition, loss of key executives, declining prices, and other economic factors. The company assumes no obligations to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements. You should independently investigate and fully understand all risks before making investment decisions. Additional factors can be found in our annual report on form 10-KSB for the fiscal year ended December 31, 2006, and our other filings with the SEC which are available at the SEC's Internet site (www.sec.gov). Forward-looking statements in this press release speak only as of the date of this press release, and we assume no obligation to update forward-looking statements or the reasons why actual results could differ.

Contact:

SEQUIAM CORPORATION

Robert Allen

407-541-0773