10QSB/A 1 form10-qsba.htm SEQUIAM CORP. 10-QSB/A #3 09-30-2005 Sequiam Corp. 10-QSB/A #3 09-30-2005


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-QSB/A
Amendment No. 3
(Amending Part II - Item 6)
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended September 30, 2005
 
OR
 
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________to _______________.
 
Commission File Number 333-45678
 
SEQUIAM CORPORATION
(Exact name of registrant as specified in its charter)

California
33-0875030
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

300 Sunport Lane, Orlando, Florida 32809
(Address, including zip code, of principal executive offices)

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

(Former name, former address)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for the such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes o No x
 
The number of shares of the Registrant’s Common Stock outstanding as of October 31, 2005 was 63,838,321.
 
DOCUMENTS INCORPORATED BY REFERENCE
Transitional Small Business Disclosure Format (Check one): Yes o No x 
 



 
 
 
EXPLANATORY NOTE

This Amendment No. 3 to the Quarterly Report on Form 10-QSB for the quarter ended September 30, 2005 (the “Original Form 10-QSB”), is being filed to amend Part II, Item 6 (Exhibits).  Pursuant to the rules of the SEC, Item 6 of Part II of the Original Form 10-QSB has been amended to contain currently dated certifications of the Chief Executive Officer and Chief Financial Officer. As required by Section 302 of the Sarbanes-Oxley Act of 2002, the certifications of our Chief Executive Officer and Chief Financial Officer are attached to this Amendment No. 3 as Exhibits 31.1 and 31.2. Although we have restated the contents of Amendment No. 1 and Amendment No. 2 to the Original Form 10-QSB, unaffected items have not been repeated in this Amendment No. 3. This Amendment No. 3 does not otherwise alter the disclosures set forth in the Original Form 10-QSB and does not reflect events occurring after the filing of the Original 10-QSB. This Amendment No. 3 is effective for all purposes as of the date of the filing of the Original Form 10-QSB.
 
 
 

PART I: FINANCIAL INFORMATION


ITEM 3. CONTROLS AND PROCEDURES
 
Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined by Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the periodic reports filed by the Company with the Securities and Exchange Commission (the “SEC”) is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and that such information is accumulated and communicated to the Company's management. Based on their most recent evaluation, which was completed during the period covered by this report, the Company's Chief Executive Officer and Chief Financial Officer concluded that: (a) the Company’s disclosure controls and procedures are effective, to give reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (b) the Company’s disclosure controls and procedures are also effective to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

In addition, management, including the Company's Chief Executive Officer and Chief Financial Officer, reviewed the Company's internal control over financial reporting (as defined by Rule 15(d)-15(f) of the Exchange Act), and there have been no changes in the Company's internal control or in other factors that could significantly affect the Company's internal control over financial reporting during the period covered by this report.

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PART II: OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
 
(a) Exhibits:
 
10.1
Exclusive Co-Operative Development and Supply Agreement between Sequiam Biometrics, Inc., a wholly owned subsidiary of Sequiam Corporation, and Kwikset Corporation effective September 13, 2005 (Portions of this Agreement have been omitted pursuant to a request for confidential treatment).1
 
31.1
Certification of Nicholas VandenBrekel, Chief Executive Officer and President of Sequiam Corporation, pursuant to Rule 15d-14(a) of the Securities and Exchange Act of 1934.*

31.2
Certification of Mark L. Mroczkowski, Senior Vice President and Chief Financial Officer of Sequiam Corporation, pursuant to Rule 15d-14(a) of the Securities and Exchange Act of 1934.*

32.1
Certification of Nicholas VandenBrekel, Chief Executive Officer and President of Sequiam Corporation, pursuant to 18 U.S.C. Section 1350.2

32.2
Certification of Mark L. Mroczkowski, Senior Vice President and Chief Financial Officer of Sequiam Corporation, pursuant to 18 U.S.C. Section 1350.2

(b) Reports on Form 8-K: The following reports on Form 8-K were filed during the quarter ending September 30 2005:
 
Form 8-K filed on September 19, 2005, regarding the Development and Supply Agreement with Black & Decker’s subsidiary Kwikset Corporation.

Form 8-K filed on September 1, 2005, regarding the acquisition of Constellation Biometrics Corporation.






* Filed herewith

1 Incorporated by reference from our Quarterly Report on Form 10-QSB/A, filed with the Securities and Exchange Commission on January 20, 2006.
2 Incorporated by reference from our Quarterly Report on Form 10-QSB, filed with the Securities and Exchange Commission on November 21, 2005.

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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
SEQUIAM CORPORATION
 
   
Date: March 23, 2006
 
   
By: /s/ Nicholas H. VandenBrekel
 
Nicholas H. VandenBrekel, Chief Executive Officer and President
   
   
Date: March 23, 2006
 
   
By: /s/ Mark L. Mroczkowski
 
Mark L. Mroczkowski, Senior Vice President and Chief Financial Officer
 
 
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