UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2
                         (AMENDING PART II-ITEMS 6 & 7)

 ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
                        COMMISSION FILE NUMBER 333-45678

                               SEQUIAM CORPORATION
                 (Name of small business issuer in its charter)

                   CALIFORNIA                            33-0875030
            (State  of Incorporation)        (IRS Employer Identification No.)


         300 SUNPORT LANE, ORLANDO, FLORIDA                       32809
      (Address of principal executive offices)                 (Zip Code)

                    ISSUERS TELEPHONE NUMBER  (407) 541-0773

    SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE EXCHANGE ACT: NONE

    SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE EXCHANGE ACT: NONE

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 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. [x] Yes [ ] No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this form 10-KSB [x]

Issuer's revenues for its most recent fiscal year: $386,170.

The  aggregate  market  value  of  the Common Stock held by nonaffiliates of the
Registrant  as  of March 30, 2004, was approximately $27,663,335 based upon the
closing  price  of  the  Registrant's  Common  Stock  on  such  date.

There were 45,349,729 shares of Common Stock outstanding as of March 30, 2004.

Documents incorporated by reference.
Transitional Small Business Disclosure Format (Check one): Yes  ; No X


<PAGE>
--------------------------------------------------------------------------------
                                EXPLANATORY NOTE
This Amendment No. 2 on Form 10-KSB/A is being filed to amend Part II, Items 6 &
7 of the Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 2003, filed on April 14, 2004 (the "Original 10-KSB"). This
Amendment No. 2 updates only the information regarding the Company's
Management's Discussion and Analysis in Part II, Item 6 and the Company's
Financial Statements in Part II, Item 7.  This Amendment No. 2 does not
otherwise alter the disclosures set forth in the Original 10-KSB, and does not
reflect events occurring after the filing of the Original 10-KSB.  This
Amendment No. 2 is effective for all purposes as of the date of the filing of
the Original 10-KSB.

--------------------------------------------------------------------------------

                                     PART II

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS

Year Ended December 31, 2003 compared to Year Ended December 31, 2002.
----------------------------------------------------------------------

     Our financial statements do not include revenue from Brekel Group, Inc.,
prior to our acquisition of Brekel Group, Inc. on July 19, 2002, because we
acquired the assets and not the business of Brekel.  We determined that we
acquired the assets and not the business because all of Brekel Group's
operations were ceased prior to the acquisition.

REVENUES

     We derive or plan to derive our revenues from four sources: (i) the sale
and licensing of our software products; (ii) consulting, custom software
services and web development services; (iii) maintenance agreements; and (iv)
Internet access and web hosting services. As of December 31, 2003, we have not
yet generated revenue from the sale and licensing of our software products.
Software license revenue will be recognized when all of the following criteria
have been met: (a) there is an executed license agreement and software has been
delivered to the customer, (b) the license fee is fixed and payable within
twelve months, (c) collection is deemed probable, and (d) product returns are
deemed reasonably estimable.  Maintenance revenues are recognized ratably over
the term of the maintenance contract, typically 12 to 36 months.  However, for
arrangements extending beyond all normal and customary terms, software license
revenue is recognized as payments from customers become due, provided all other
software revenue recognition criteria have been met.  Custom software services
and web development services are typically performed over a period ranging from
a few days to a few weeks and revenue is recognized upon completion of the
project. Consulting service revenues are recognized when services are performed.
Internet access and web-hosting services are recognized over the period the
services are provided, typically month-to-month.  Total revenue increased by
$27,700 or 8% to $386,170 for the year ended December 31, 2003, from $358,470
for the year ended December 31, 2002.

     Software and license fee revenues were unchanged at $-0- for both 2003 and
2002.  During fiscal year 2003 and 2002, Sequiam DMS was still under
development, and we did not acquire Access Orlando and its IRP and IRPlicator
software products until November 2002. During 2003 we re-developed IRP and
IRPlicator from server based products into an ASP model for use over the
Internet and integrated the features of DMS.  We expect to begin generating
revenues from the sale of our IRP suite of software products in the second
quarter of 2004.

     Other sales for 2003 and 2002 included consulting, custom software services
and web development services totaling  $138,512 and $205,000 a decrease of
$66,488 or 32%; maintenance agreements in connection with the sale and licensing
of software products, sold by WMW prior to Sequiam's purchase of the software on
November 1, 2002, of $11,500 and $5,200 an increase of $6,300 or 121%; and
Internet access and web-hosting services totaling $182,408 and $148,270 an
increase of $34,138 or 23%, respectively.

     We have observed that large organizations are becoming more interested in
warehousing documents for ease of access by its many users.  As such, we believe
that our DMS product is viable.  However, we have also observed a number of
competing products by companies with greater resources than ours.  Our
competitors typically


                                        2
<PAGE>
add the document management feature into a complimentary suite of software
products. As a result, we do not see great market for our Sequiam DMS as a
stand-alone product, and in response, we have integrated it into our IRP product
line.

     We also observe that many large organizations are beginning to analyze the
cost of their own printing equipment.  The $0.05 to $0.08 cost per page of their
own equipment can be far in excess of the $0.01 to $0.02 achievable on high
volume digital machines either owned in-house or outsourced.  Our potential
customers have resisted changes to their print workflow due to a lack of
convenience and slow turnaround times that result from a lack of direct
connectivity to less expensive and faster print devices. Our IRP software allows
users to print directly to remote printers thereby solving the connectivity
problem and allowing large organizations to realize savings that run into many
thousands of dollars per month.  We think that trend will continue, and as a
result, more competitors will enter the market.  We presently have no direct
competition for this product.

     To date, users of our IRP system sold prior to our acquisition of W.M.W.
Communications have realized significant print cost savings.  In the example of
the two school district clients, print volumes of as much as 10,000,000 images
per month in over 100 schools and administrative offices have been redirected
from desktop printers to the District's central print facility at an average
savings of $0.045 per image or $450,000 per month.  In one such school district
demand exceeded the print facility's capacity and as a result, they were
required to use the IRP software to outsource the overflow to a commercial print
company.

     Each of the four installations was sold prior to our acquisition of W.M.W.
Communications at an average price of $40,000 per system with annual support
provided at $5,000 per year.  Pricing for the Internet product will be based
upon usage charges ranging from $0.0025 to $0.01 per image processed depending
upon volume and application.  Targeted customers are large organizations with
in-house print facilities and commercial digital printers who wish to use the
technology to drive more customer business to their facility.  Subsequent to
December 31, 2003 we entered into an agreement with AlphaGraphics, Inc., a
leading global supplier of strategic sourcing for business copying and printing
services, to test IRP in a pilot program in a select number of its print shops
and with certain of its commercial clients.

     The trend in Internet access is towards broadband access.  Dial up service
will eventually become obsolete.  As a result, we have seen the revenues from
our Access Orlando brand steadily decline.  We sold that business to a large
Internet access provider.  We acquired that business from WMW Communications,
but we did not consider it to be a part of our long-term business plan.  We
expect to concentrate on software, database and web development products.

     We had an agreement with Pachyderm Press, the publisher of the World
Olympian Magazine, to share revenues and expenses of publication and to share
with them content from our website production.  Pachyderm had an agreement with
the WOA to Publish the magazine, and we have an agreement to publish and host
their website.  We expect to earn a 35% share of the merchandising and
sponsorship income derived from the website and 50% of the net earnings from the
magazine subscriptions and advertising revenue.  In the case of the website, the
responsibility for revenue generation is with the WOA and in the case of the
magazine, the responsibility for revenue generation is with Pachyderm Press.
The WOA and we terminated our agreements with Pachyderm Press in 2003. The WOA
has not been effective at revenue generation and to date, we have not received
any revenues from these agreements.  Regardless, we continue to provide website
development and hosting services to the WOA. Sequiam also produces "Olympian
Insight" the electronic news communication for all Olympians worldwide and
provides Olympians with worldwide personal email services. We continue to
perform our duties because we believe that our association with the Olympics
will be beneficial to future business and because we believe in the Olympic
ideals.  Publishing is not a part of our overall business plan, but Internet
services to publishers and printers is an integral part of our information
management business segment.

COSTS OF SERVICES AND PRODUCT SALES

     Costs of services and product sales increased by $645,190 (151%), from
$427,541 for the year ended December 31, 2002 to $1,072,731 for the year ended
December 31, 2003.  Depreciation and amortization increased by $320,150 (241%),
from $132,718 in 2002 to $452,868 in 2003, as a result of depreciation on
equipment acquired from Brekel, WMW Communications and Smart Biometrics; and
amortization of intellectual properties from WMW


                                        3
<PAGE>
Communications, Smart Biometrics, and Telepartners and Fingerprint Detection
Technologies. We see no upward trend in this cost as we have the infrastructure
needed to carry on our business.

     Other cost of services and product sales increased $325,040 (110%) from
$294,823 in 2002 to $619,863 in 2003, due to the expansion of the development
staff from twelve in 2002 to twenty-two in 2003.  This expansion of staff was
needed to expand our products and services and to keep pace with new industry
developments and the continued need to improve features and functionality of the
Sequiam products.

SELLING, GENERAL AND ADMINISTRATIVE

     Selling, general and administrative expenses increased $2,391,559 (226%)
from $1,056,943 in 2002 to $3,448,502 in 2003.  We increased our selling and
overhead expenditures such as salaries, wages and benefits for administrative
and marketing personnel, computer maintenance and supplies, professional
services such as legal and accounting fees, and corporate travel expenses as a
result of expanding our operations, and our acquisitions of Smart Biometrics,
Telepartners and Fingerprint Detection Technologies.  We also increased
expenditures for marketing including advertising, production of marketing
materials, and participation in trade show activities as we completed the
development of our software products, biometric products, and introduced web
development, web hosting and Internet services. Also included in selling general
and administrative expenses is $1,759,445 of non-cash expenses related to
investment banking, investor relations, consulting, legal and research and
development expenses.

     We have grown from twelve employees at December 31, 2002 to seventeen at
December 31, 2003, largely as a result of the acquisition of WMW Communications,
Smart Biometrics, and Telepartners.  The addition of the employees has
negatively impacted liquidity and cash flow for the year ended December 31 2003.
We can further expect that payroll will be a burden through much of 2004 as we
attempt to raise the additional capital necessary to get our products to market.
Payroll expense as a percentage of revenue will diminish dramatically after we
establish a regular sales cycle of the software products because our ongoing
support costs will be minimal compared to our original development costs.   We
expect to distribute our products through VAR's and other resellers.  As a
result, we do not expect large increases in personnel and related expenses as we
go to market with our software.

     The Company currently operates without directors' and officers' insurance
and property, casualty and general liability insurance and is at risk for those
types of losses.

INTEREST EXPENSE

     Interest expense increased by $346,922, from $21,741 in 2002 to $368,663 in
2003, as a result of an increase in loans from shareholders, a note payable
related to leasehold improvements acquired from Brekel Group in July 2002 the
debenture issued to La Jolla Cove Investors, two loan agreements with Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen and the debenture agreement with Eagle Financial, LLC.  We see only
a slight upward trend in our interest expense because we expect to raise
additional equity capital through the sale of common stock as opposed to
convertible debt securities or traditional loans.  Included in interest expense
is a non-cash expense for the accretion of debt discount of $322,322 for
original issue discount recognized on the debenture issued to La Jolla Cove
Investors, and the foregoing loan agreements.

NET LOSSES

     Sequiam Corporation incurred net losses of $4,690,188 and $1,158,732 for
the years ended December 31, 2003 and 2002, respectively.  The significant
increase was due largely to non-cash and non-recurring expenses for investment
banking, consulting and other services acquired in exchange for stock totaling
$1,759,446 together with $855,369 of additional losses on debt settlements,
sales of assets and debt discount accretion. We expect to incur additional net
losses through the third quarter of 2004 as we introduce our products to the
marketplace. We expect to cash flow the business beginning in the third quarter
using proceeds from the Q300 license fee and sales or the IRP product.  The
Company presently requires sales of approximately  $150,000 per month to provide
a positive cash flow.


                                        4
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents increased by $65,528 to $151,450 as of December
31, 2003, from $85,922 as of December 31, 2002.  Net cash used in operating
activities was $1,651,115 for the year ended December 31, 2003, as a result of
the net loss during the period of $4,690,188 and decreases in accrued expenses
of $48,699, which was partially offset by increases in accounts payable and
accrued shareholder salaries totaling $360,000 and non-cash expenses and losses
totaling $2,721,243. Net cash used by investing activities was $29,567 for the
year ended December 31, 2003, primarily due to proceeds from the sale of
equipment of $42,567 offset by software development costs of $4,206 for the
Sequiam DMS product and $67,928 of payments for the acquisition of WMW
Communications.

     Net cash provided by financing activities was $1,770,473 for the year ended
December 31, 2003. Proceeds from sales of common stock accounted for $1,040,502
and were offset by repayments of $20,028 of an existing note payable.

     Current liabilities of $3,423,235 exceed current assets of $220,270 by
$3,202,965.  Of that amount, $1,910,092 or 55.8% is owed to shareholders as
loans and accrued but unpaid salaries under employment agreements.  The officers
of the Company are dedicated to its business plan and will place no undue
demands on its working capital.  They expect payment from future cash flows,
equity capital infusions or possible equity capital conversions.  Also included
in current liabilities, is $70,529 due to WMW Communications for its
acquisition, of which $150,000 was paid in the form of common stock.  WMW has
verbally indicated its willingness to wait for the remaining $70,529 of payment
until cash flow allows, but we do not have any agreement to defer payment.  Also
included in current liabilities is $365,446 of accounts payable and accrued
expense, most of which accrue to Brekel Group, Inc. and are the subject of
continued workout arrangements.   Approximately $210,000 of accounts payable are
active current liabilities that are provided for with over $220,000 in current
assets that yields an average of $10,000 in positive working capital.

     Effective July 1, 2001, the Brekel Group, Inc., prior to its acquisition by
Sequiam, entered into an operating lease agreement to rent approximately 60,000
square feet of combined office and manufacturing space through June 30, 2011.
As a result of the determination to cease Brekel's print and publishing
operations prior to the Company's acquisition of Brekel, effective July 1, 2002,
Brekel entered into a Lease Forbearance Agreement for 10,000 square feet of the
same space for the remaining term of the lease. Pursuant to the forbearance
agreement, the Company makes monthly base rent payments including common area
maintenance charges of $9,633, with annual increases of approximately 3% per
year beginning in July 2004.  As part of the forbearance agreement, the Company
executed a note payable to the landlord to reimburse them for lost rents on the
50,000 square feet relinquished to them through June 30, 2004; less rents and
principal payments received from us; less 75% of any rents received from
replacement tenants; plus any leasing commissions or tenant build out costs
required for replacement tenants.  The note also includes amounts previously
owed by Brekel to the landlord for tenant improvements.  The outstanding balance
on the note of $1,271,064 as of December 31, 2003, represents $893,112 of
deferred rent and $377,952 of tenant improvements. Payments on the note commence
July 1, 2004, and are to be amortized through June 1, 2010, with interest at 6%.
Variables that could impact the amount due under the note related to deferred
rent include changes in estimated rents to be received from replacement tenants,
estimated leasing commissions and estimated tenant build out costs required for
replacement tenants.

     Rental expense for the year ended December 31, 2003 and 2002 was $125,508
and $376,118 respectively.  The minimum future rentals required under the
operating lease and the maturities of the long-term note payable are as follows:

<TABLE>
<CAPTION>
Year                                            Rentals   Maturities
<S>                                             <C>       <C>

2004                                            $115,600  $    95,131

2005                                             117,334      186,055

2006                                             120,854      197,531

2007                                             124,480      209,714

2008                                             128,214      222,649

Thereafter                                       199,066      359,984
                                                ---------------------

                                                $805,548  $ 1,271,064
                                                =====================
</TABLE>


                                        5
<PAGE>
     During the year ended December 31, 2003, we incurred a net loss of
$4,690,188 and used $1,651,115 of cash in operating activities.  As of December
31, 2003, we had an accumulated deficit of $6,601,841, total stockholders'
deficit of $1,856,283, and negative working capital of $3,202,965.

     In the first quarter 2004, we sold an aggregate of 1,486,511 shares of our
common stock for a total net proceeds of $900,000.

     We will need additional capital of approximately $1,850,000 to continue
operations during the next twelve months because our monthly cash requirements
currently exceed cash provided by operations by approximately $150,000 per
month.  Our management is undertaking several initiatives to address our
liquidity, including the following:  (1) continued efforts to increase our
revenues from software licenses and other revenue sources; (2) proceeds expected
to be received from the convertible debentures and exercise of warrants as
described above; (3) continued efforts to obtain additional debt and/or equity
financing and; (4) continued efforts to reduce operating costs.  Our management
believes that these activities will generate sufficient cash flows to sustain
our operations during the next twelve months. We will not be able to meet our
operating expenses without additional capital, and therefore, we will need to
curtail operations and reduce the number of our employees if we do not raise the
additional capital through the sale of equity or debt financing.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     We utilize certain accounting policies and procedures to manage changes
that occur in our business environment that may affect accounting estimates made
in preparation of our financial statements.  These estimates relate primarily to
our allowance for doubtful accounts receivable.  Our strategy for managing
doubtful accounts includes stringent, centralized credit policies and collection
procedures for all customer accounts.  We utilize a credit risk rating system in
order to measure the quality of individual credit transactions.  We strive to
identify potential problem receivables early, take appropriate collection
actions, and maintain adequate reserve levels.  Management has determined that
the allowance for doubtful accounts is adequate at December 21, 2003.

RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities
("Interpretation No. 46"). In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either does not have equity investors with voting rights or has
equity investors that do not provide sufficient financial resources for the
entity to support its activities. Interpretation No. 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
Company does not expect that Interpretation No. 46 will have a material effect
on the Company's results of operations or financial condition as the Company
does not currently utilize or have interests in any variable interest entities.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, except for
mandatorily redeemable financial instruments. Mandatorily redeemable financial
instruments are subject to the provisions of SFAS No. 150 beginning as of
January 1, 2004. The Company adopted SFAS No. 150 on June 1, 2003. The adoption
of SFAS No. 150 did not have a material effect on the Company's results of
operations or financial condition.


                                        6
<PAGE>
     In December 2003, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 104 ("SAB No. 104"), Revenue Recognition. SAB No.
104 revises or rescinds portions of the interpretive guidance included in Topic
13 of the codification of staff accounting bulletins in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations. The Company periodically
evaluates its revenue recognition policies in relation to staff accounting
bulletins and other generally accepted accounting principles and SEC guidance.
The Company believes its revenue recognition policies are in compliance with the
provisions of SAB No. 104.

OFF-BALANCE SHEET ARRANGEMENTS

     We do not currently have any off-balance sheet arrangements that have or
are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to our stockholders.


                                        7
<PAGE>
ITEM 7  FINANCIAL STATEMENTS


                  INDEX TO CONSOLIDATED FINANCIAL INFORMATION
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

Reports of Independent Registered Certified Public Accounting Firm. .F-2 and F-3

Consolidated Financial Statements for the Years
     Ended December 31, 2003 and 2002:
     Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .F-4
     Statements of Operations . . . . . . . . . . . . . . . . . . . . . . . .F-5
     Statements of Shareholders' Deficit. . . . . . . . . . . . . . . . . . .F-6
     Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . .F-7
     Notes to Consolidated Financial Statements . . . . . . . . . . . . . . .F-8


                                      F-1
<PAGE>
        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Sequiam Corporation

We  have  audited  the  accompanying  consolidated  balance  sheet  of  Sequiam
Corporation  (formerly  known as Wedge Net Experts, Inc.) and subsidiaries as of
December  31,  2002  and  the  related  consolidated  statements  of operations,
shareholders'  deficit,  and  cash  flows  for the year ended December 31, 2002.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audit.

We  conducted  our  audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audit  to  obtain  reasonable  assurance  about  whether  the
consolidated  financial  statements  are free of material misstatement. An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  consolidated  financial statements. An audit also includes
assessing  the  accounting  principles  used  and  significant estimates made by
management,  as  well as evaluating the overall consolidated financial statement
presentation.  We  believe  that  our  audit provides a reasonable basis for our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in all material respects, the financial position of Sequiam Corporation
and  subsidiaries  at December 31, 2002, and the results of their operations and
their  cash  flows  for  the  year  ended  December  31, 2002 in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in Note 1 to the 2002
consolidated financial statements, the Company has a working capital deficit and
has accumulated significant operating losses and produced minimal revenues since
inception,  which  raises  substantial  doubt about its ability to continue as a
going concern. Management's plans in regard to this matter are also described in
Note 1 to the 2002 consolidated financial statements. The consolidated financial
statements  do not include any adjustments that might result from the outcome of
this  uncertainty.


/S/ GALLOGLY, FERNANDEZ & RILEY, LLP

Orlando,  Florida
FEBRUARY 21, 2003, EXCEPT FOR NOTE 8 IN THE DECEMBER 31, 2002 CONSOLIDATED
FINANCIAL STATEMENTS INCLUDED IN THE COMPANY'S SB-2/A FILED ON JUNE 23, 2003, AS
TO WHICH THE DATE IS JUNE 1, 2003


                                      F-2
<PAGE>
        REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM


The Board of Directors and Shareholders
  Sequiam Corporation:

We have audited the accompanying consolidated balance sheet of Sequiam
Corporation and subsidiaries (the "Company") as of December 31, 2003, and the
related consolidated statements of operations, shareholders' deficit, and cash
flows for the year then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the consolidated financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Sequiam Corporation
and subsidiaries as of December 31, 2003, and the results of its operations and
its cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.


/S/ TEDDER, JAMES, WORDEN & ASSOCIATES, P.A.



Orlando, Florida
March 19, 2004


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                              SEQUIAM CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS

                                                                             December 31,
                                                                      --------------------------
                                                                          2003          2002
                                                                      --------------------------
<S>                                                                   <C>           <C>
Assets:
Current assets
    Cash                                                              $   151,450   $    85,922
    Receivables, net of allowance for bad debts of $3,000 and $5,000        7,047        41,141
    Prepaid expenses                                                       21,067             -
    Equipment held for sale                                                40,706       177,080
                                                                      --------------------------
Total current assets                                                      220,270       304,143
                                                                      --------------------------

Property and equipment, net                                             1,174,866     1,375,398
Software development costs, net                                           108,916       131,939
Acquired software, net                                                    230,400       288,000
Intellectual properties, net                                              985,645             -
Deposits and other assets                                                  22,788         7,800
                                                                      --------------------------
Total assets                                                          $ 2,742,885   $ 2,107,280
                                                                      ==========================

Liabilities and shareholders' deficit
Current liabilities:
    Amount due for acquisition                                        $    70,529   $   288,457
    Notes and debentures payable                                          592,322             -
    Accounts payable                                                      573,860       646,331
    Accrued expenses                                                      181,301        64,783
    Current portion of long-term debt                                      95,131             -
    Loans from shareholders                                               695,300       795,450
    Accrued shareholders' salaries                                      1,214,792       854,792
                                                                      --------------------------
Total current liabilities                                               3,423,235     2,649,813
                                                                      --------------------------

Long-term debt                                                          1,175,933     1,291,092
                                                                      --------------------------
Total liabilities                                                       4,599,168     3,940,905
                                                                      --------------------------

Commitments and contingencies

Shareholders' deficit:
Preferred shares, par value $.001;
    50,000,000 shares authorized; none issued                                   -             -
Common shares, par value $.001;
    100,000,000 shares authorized; 43,863,218
    and 35,462,609 shares issued and outstanding                           43,863        35,463
Additional paid-in capital                                              4,701,695        42,565
Accumulated deficit                                                    (6,601,841)   (1,911,653)
                                                                      --------------------------
Total shareholders' deficit                                            (1,856,283)   (1,833,625)
                                                                      --------------------------
Total liabilities and shareholders' deficit                           $ 2,742,885   $ 2,107,280
                                                                      ==========================
<FN>
See accompanying notes to consolidated financial statements
</TABLE>


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                        SEQUIAM CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF OPERATIONS

                                                            YEARS ENDED DECEMBER 31,
                                                               2003         2002
                                                           ------------  -----------
<S>                                                        <C>           <C>

Revenues
  Services                                                 $   338,550      358,470
  Product sales                                                 47,620            -
                                                           ------------  -----------

  Total revenues                                               386,170      358,470
                                                           ------------  -----------

Costs and expenses:
  Cost of services                                             935,184      427,541
  Cost of product sales                                        137,547            -
  Selling, general and administrative                        3,448,502    1,056,943
  Loss on sale of equipment                                     18,304       10,977
  Loss on impairment of equipment held for sale                 75,000            -
  Loss on debt settlement                                       93,158            -
                                                           ------------  -----------

  Total costs and expenses                                   4,707,695    1,495,461
                                                           ------------  -----------

  Loss from operations                                      (4,321,525)  (1,136,991)

  Interest expense                                            (368,663)     (21,741)
                                                           ------------  -----------

            Net loss                                       $(4,690,188)  (1,158,732)
                                                           ============  ===========

Net loss per common share:
  Basic and diluted                                        $     (0.12)       (0.04)
                                                           ============  ===========

Shares used in computation of net loss per common share -
  Basic and diluted weighted average shares outstanding     38,285,976   29,350,902
                                                           ============  ===========
<FN>

See accompanying notes to consolidated financial statements
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                                            SEQUIAM CORPORATION AND SUBSIDIARIES
                                      CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
                                           Years Ended December 31, 2003 and 2002

                                              Common Shares
                                         ----------------------
                                                                  Additional        Stock
                                            Shares       Par        Paid-in      Subscription    Accumulated
                                         Outstanding    Value       Capital       Receivable       Deficit         Total
                                         -----------------------------------------------------------------------------------
<S>                                      <C>           <C>       <C>            <C>             <C>            <C>
Balance at December 31, 2001              24,233,000    24,233              -          (2,000)      (752,921)      (730,688)
Transfer agent error                          17,000        17            (17)              -              -              -
Payment of share subscription
   receivable                                      -         -              -           2,000              -          2,000
Common shares issued for acquisition
   of Brekel on July 19, 2002             12,153,261    12,153     13,563,040               -              -     13,575,193
Constructive dividend to Brekel
   shareholders                                    -         -    (13,579,747)              -              -    (13,579,747)
Repurchase and retirement of shares       (1,000,000)   (1,000)             -               -              -         (1,000)
Common shares issued for services             59,348        60         59,289               -              -         59,349
Net loss                                           -         -              -               -     (1,158,732)    (1,158,732)
                                         -----------------------------------------------------------------------------------
Balance at December 31, 2002              35,462,609   $35,463   $     42,565   $           -   $ (1,911,653)  $ (1,833,625)
Correction of transfer agent error           (17,000)      (17)            17               -              -              -
Sale of common shares                      3,555,638     3,555      1,036,946               -              -      1,040,501
Common shares issued for services          2,318,500     2,319      1,757,127               -              -      1,759,446
Warrants issued in connection with loan
   agreement                                       -         -        550,000               -              -        550,000
Common shares issued in connection
   with loan agreement                        75,000        75         29,925               -              -         30,000
Common shares issued for acquisition
   of WMW Communications, Inc.               318,471       318        149,682               -              -        150,000
Common shares issued for acquisition
   of Smart Biometrics, Inc.               1,500,000     1,500        748,500               -              -        750,000
Common shares issued for acquisition
   of Telepartners, Inc.                     165,000       165        149,768               -              -        149,933
Common shares issued for acquisition
   of Fingerprint Detection
   Technologies, Inc                         485,000       485        237,165               -              -        237,650
Net loss                                           -         -              -               -     (4,690,188)    (4,690,188)
                                         -----------------------------------------------------------------------------------
Balance at December 31, 2003              43,863,218   $43,863   $  4,701,695               -   $ (6,601,841)  $ (1,856,283)
                                         ===================================================================================
<FN>

See accompanying notes to consolidated financial statements
</TABLE>


                                      F-6
<PAGE>
<TABLE>
<CAPTION>
                               SEQUIAM CORPORATION AND SUBSIDIARIES
                               CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                          Year ended December 31,
                                                                            2003          2002
                                                                        ------------  ------------
<S>                                                                     <C>           <C>
Cash flows from operating activities:
Net loss                                                                $(4,690,188)  $(1,158,732)
Adjustments to reconcile net loss to net cash
    used for operating activities:
    Depreciation and amortization                                           452,868       132,718
    Accretion of debt discount                                              322,322             -
    Loss on sale of equipment                                                18,304        10,977
    Loss on impairment of equipment held for sale                            75,000             -
    Loss on debt settlement                                                  93,158             -
    Issuance of common stock in exchange for services                     1,759,446        59,349
    Operating disbursements paid by related party                                 -        89,440
    Decrease in receivables                                                  36,094        67,308
(Decrease) increase in allowance for bad debts                               (2,000)        5,000
    (Increase) decrease in prepaid expenses, deposits and other assets      (36,055)        2,625
    (Decrease) increase in accounts payable                                 (15,628)      100,990
    Increase in accrued shareholders salaries                               360,000       601,792
    Decrease in other accrued expenses                                      (48,700)     (189,678)
                                                                        --------------------------
Net cash used for operating activities                                   (1,675,379)     (278,211)
                                                                        --------------------------
Cash flows from investing activities:
    Equipment purchases                                                           -       (11,005)
    Proceeds from sale of equipment                                          42,568       103,351
    Payment for acquisition of WMW Communications                           (67,928)      (11,543)
    Software development costs capitalized                                   (4,206)      (51,705)
                                                                        --------------------------
Net cash (used in) provided by investing activities                         (29,566)       29,098
                                                                        --------------------------
Cash flows from financing activities:
    Proceeds from sales of common stock                                   1,040,501             -
    Increase in notes and debentures payable                                750,000             -
    Proceeds from shareholder loans                                               -       669,500
    Payments on shareholder loans                                                 -      (321,000)
    Payment of stock subscription receivable                                      -         2,000
    Repayment of long-term debt                                             (20,028)      (14,465)
    Repurchase common shares                                                      -        (1,000)
                                                                        --------------------------
Net cash provided by financing activities                                 1,770,473       335,035
                                                                        --------------------------
Increase in cash                                                             65,528        85,922
Cash, beginning of period                                                    85,922             -
                                                                        --------------------------
Cash, end of period                                                     $   151,450   $    85,922
                                                                        ==========================
<FN>
See accompanying notes to consolidated financial statements
</TABLE>


                                      F-7
<PAGE>
                      SEQUIAM CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the years ended December 31, 2003 and 2002

NOTE 1 - SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business and Acquisitions

     Sequiam Corporation ("Sequiam" or the "Company") through its wholly owned
subsidiaries, develops, markets, and supports a portfolio of Internet and print
enterprise-wide software products that enable users to acquire, manage,
personalize, and present information. In addition, the Company provides
application service provider ("ASP") hosting of Internet-enabled solutions,
Internet service provider ("ISP") including Internet access and hosting,
consulting, application integration, and custom web development and software
development services. ASP and ISP hosting is performed using the Company's
software and facilities to provide processing, print, mail, archival, and
Internet delivery of documents for customers who outsource this activity.

     The Company's operations are divided into two distinct operating segments:
Information Management and Safety and Security. The Information Management
segment includes the Company's Internet Remote Print ("IRP") suite of software
products and interactive web-based technologies obtained by the acquisition of
WMW Communications, Inc. and more recently, Telepartners, Inc (see below), as
well as its ASP, ISP and other custom web development and software development
services as described above. The Company's Safety and Security segment was
formed upon the acquisition of the assets of Smart Biometrics, Inc. and
Fingerprint Detection Technologies, Inc. (see below). The Company acquired from
Smart Biometrics, Inc. fingerprint biometric access control systems technology
and a secure safe called BioVault(TM). This biometric technology will be a key
feature in the Company's future product offerings. The "BritePrint" fingerprint
detection technology that the Company acquired from UTEK Corporation ("UTEK")
provides improved fingerprint detection.

     Effective April 1, 2002, Sequiam Corporation (f/k/a Wedge Net Experts,
Inc.), through its wholly owned subsidiary, Sequiam Acquisitions, Inc., merged
with Sequiam, Inc. and Sequiam Acquisitions, Inc. survived the merger. Sequiam
Acquisitions, Inc. changed its name to Sequiam Software, Inc. on May 1, 2002.
Pursuant to the merger agreement, Sequiam Corporation issued 20,000,000 shares
of common stock in exchange for all of the outstanding shares of common stock of
the Company, consisting of 20,000,000 shares. Additionally, pursuant to the
merger agreement, 500,000 shares of Sequiam Corporation's common stock were
returned to treasury and cancelled. As a result, the former shareholders of the
Company obtained 82.53% of the voting rights of Sequiam Corporation. The
transaction was accounted for as a recapitalization of Sequiam Corporation and
the results of operations and cash flows presented herein prior to the merger
are those of Sequiam, Inc. Sequiam, Inc. was incorporated in Delaware on January
23, 2001 (date of inception) to research, develop, produce and market a document
management software product.

     During 2002, the Company acquired Brekel Group, Inc. and WMW Communication,
Inc. and began offering web development, Internet and web hosting and custom
software development, while continuing its software development activities.
During 2003, the Company acquired the assets of Smart Biometrics Inc.,
Telepartners, Inc. and Fingerprint Detection Technologies, Inc. as more fully
described below.

     Effective July 19, 2002 ("date of acquisition"), Sequiam Corporation
acquired 94.54% of the issued and outstanding shares of Brekel Group, Inc., a
Delaware corporation ("Brekel"), in exchange for 11,522,263 shares of Sequiam
Corporation common stock, pursuant to a Stock Exchange Agreement and Plan of
Organization, dated June 17, 2002 (the "Agreement"). The shares exchanged were
at an exchange rate of 1:1. In connection with the merger, the majority
shareholder of Brekel returned 9,500,000 shares leaving 12,229,594 common shares
of Brekel outstanding before the exchange with Sequiam Corporation.  Sequiam
Corporation acquired 630,998 or 4.84% of the remaining issued and outstanding
common shares of Brekel on December 16, 2002 for a total of 12,153,261 shares or
99.38% of Brekel's issued and outstanding common shares.  The acquisition of
Brekel was accounted for as a purchase of the assets and the results of
operations of


                                      F-8
<PAGE>
Brekel are included in the accompanying financial statements since the date of
acquisition. The excess of the purchase price ($13,575,193) over the carrying
value of the net liabilities acquired ($4,554) of $13,579,747 was accounted for
as a constructive dividend to the Brekel shareholders. Goodwill was not
recognized on the transaction because Sequiam and Brekel were under common
control. The purchase was determined based on the 12,153,261 shares issued times
$1.12, the average closing stock price of Sequiam Corporation common stock on
and around June 17, 2002, the date the agreement was signed and agreed to by the
majority shareholders. Under the terms of the agreement, Sequiam repurchased and
retired one million of its common shares from Brekel at par value.

     The following table summarizes the estimated carrying values of the assets
acquired and liabilities assumed at the date of acquisition.

<TABLE>
<CAPTION>
<S>                                                               <C>
                Current and other assets                          $  520,032
                Equipment held for disposal                          268,456
                Equipment under capital leases held for disposal   1,656,009
                Property and equipment                             1,643,962
                                                                  -----------
                Total assets acquired                              4,088,459
                                                                  -----------
                Current liabilities                                2,869,583
                Long-term debt                                     1,223,430
                                                                  -----------
                Total liabilities assumed                          4,093,013
                                                                  -----------
                Net liabilities acquired                          $   (4,554)
                                                                  ===========
</TABLE>

     Sequiam acquired Brekel for its expertise in digital on-demand publishing
and printing and the innovations that it brings to our document management
Internet remote print and print on-demand software applications.  Sequiam also
acquired Brekel for its contract with the World Olympians Association ("WOA")
and its Internet and ExtraNet expertise and product development gained from that
project. On November 14, 2002 Sequiam changed Brekel's name to Sequiam
Communications, Inc. to better represent its role within the Sequiam group.

     Brekel had ceased its print on-demand manufacturing operation that it
conducted under the trade name QuestPrint and publishing operations under the
trade name FirstPublish prior to its acquisition by Sequiam Corporation.  As a
result $1,885,936 of equipment was returned to the manufacturer on August 1,
2002 and the related capital leases of $1,656,009 were written off.  The loss on
the return of this equipment to the lessor of $229,927 reduced equipment under
capital leases held for disposal in the Brekel acquisition since the assets were
impaired prior to the acquisition.  In addition, Brekel entered into a lease
forbearance agreement and a liability of $893,112 was recognized in accordance
with EITF 95-3 upon the acquisition of Brekel's assets for lost rents to be paid
to the landlord in the form of a note payable as a result of ceasing Brekel's
operations (see Note 7).

     Effective November 1, 2002 Sequiam Software, Inc., acquired all of the
assets of W.M.W. Communication, Inc. ("WMW"), doing business as Access Orlando.
The purchase price of $300,000 was to be paid $150,000 in cash and $150,000 in
Sequiam common shares valued at the date of closing, on February 13, 2003.  The
cash was paid $55,000 on or before closing ($11,542 prior to December 31, 2002)
and installments of $45,000 and $50,000 were due fifteen and ninety days after
the February 13, 2003 closing date.  At December 31, 2003 and 2002, $70,529 and
$288,457 was due to WMW in connection with this acquisition and was recorded as
a current liability in the accompanying balance sheet. The acquisition was
accounted for as a purchase of the business of WMW and the excess of the
purchase price over the fair value of the assets acquired of $288,000 was
allocated to the software products Internet Remote Print (IRP) and Internet
Remote Print Duplicator ("IRPlicator").  IRP is a software product that allows
computer users to print remotely to any printer via the Internet.

     Sequiam acquired Access Orlando because IRP is highly complementary to DMS
and Sequiam has integrated the two products.  Like Sequiam, Access Orlando was
engaged in software development, website development, Internet hosting and
collocation services, and is also an Internet service provider (ISP).


                                      F-9
<PAGE>
     On May 9, 2003, Sequiam Biometrics, Inc., a wholly owned subsidiary of
Sequiam Corporation formed on April 21, 2003, acquired substantially all of the
assets of Smart Biometrics, Inc. of Sanford, Florida.  In consideration for the
assets, Sequiam Corporation issued a total of 1,500,000 shares or $750,000 of
its common stock to Smart Biometrics, Inc., valued at $.50 per share.  Smart
Biometrics, Inc. was engaged in the development of biometric technologies.  The
assets acquired by Sequiam Biometrics, Inc. include office equipment and the
BioVault(TM) technology. The BioVault is a secure safe that utilizes patent
pending technology and protocols to recognize a person's fingerprint to unlock.
The excess of the purchase price over the fair value of the office equipment
acquired of $50,000 was $700,000 and was allocated to the BioVault technology
and is being amortized over its estimated useful life of five years.  Smart
Biometrics, Inc. had no operating history and had not generated any revenues.
Accordingly, the acquisition was accounted for as a purchase of assets.

     On June 1, 2003, Sequiam Education, Inc., a wholly owned subsidiary of
Sequiam Corporation formed on May 30, 2003, acquired substantially all of the
assets of Telepartners, Inc. of West Palm Beach, Florida.  In consideration for
the assets, Sequiam Corporation issued a total of 165,000 shares of its common
stock to Telepartners, Inc. valued at the closing market price of its common
stock on the date of acquisition of $.97 per share or $160,000.  Telepartners,
Inc. was engaged in the development of supplemental educational products for
schoolchildren in grades 1 through 12.  The assets acquired by Sequiam
Education, Inc. include the Extended Classroom(TM) software, which is a
supplemental, educational program consisting of a video lesson library of the
very lesson concepts that are taught in our public school classrooms in the
United States.  Each lesson summary is produced in high quality and digitally
mastered, allowing for Internet and television broadcast distribution as well as
CD and video formats.  The excess of the purchase price over the fair value of
the net liabilities acquired of $10,067 was $149,933 and was allocated to the
Extended Classroom software and is being amortized over its estimated useful
life of five years.  Telepartners, Inc. had no operating history and had not
generated any revenues.  Accordingly, the acquisition was accounted for as a
purchase of its assets.

     On September 11, 2003, Sequiam Corporation acquired 100% of the issued and
outstanding shares of common stock of Fingerprint Detection Technologies, Inc.,
a Florida corporation ("FDTI").  In consideration for the shares, Sequiam
Corporation issued a total of 485,000 shares of its common stock to UTEK
Corporation ("UTEK"), the parent of FDTI, valued at the closing market price of
its common stock on the date of acquisition of $.49 per share or $237,650.  FDTI
has acquired the rights to develop and market a patented and proprietary
technology for fingerprint analysis using an LED intense headband light source.
The purchase price of $237,650 was allocated to acquired intellectual property
and is being amortized over its estimated useful life of five years.  FDTI had
no operating history and had not generated any revenues.  Accordingly, the
acquisition was accounted for as a purchase of its assets.

PRINCIPLES OF CONSOLIDATION

     The consolidated financial statements include the accounts of Sequiam
Corporation and its subsidiaries.  All intercompany transactions and accounts
have been eliminated.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

     The Company records an allowance for doubtful accounts based on
specifically identified amounts that it believes to be uncollectible. The
Company also records additional allowance based on certain percentages of its
aged receivables, which are determined based on historical experience and our
assessment of the general financial conditions affecting our customer base. If
the Company's actual collections experience changes, revisions to its allowance
may be required. The Company has a limited number of customers with individually
large amounts due at any given balance sheet date. Any unanticipated change in
one of those customer's credit worthiness or other matters affecting the
collectibility of amounts due from such customers, could have a material affect
on the Company's results of operations in the period in which such changes or
events occur.  After all attempts to collect a receivable have failed, the
receivable is written off against the allowance.


                                      F-10
<PAGE>
PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost.  Depreciation is computed
using the straight-line method over the estimated useful lives of the related
assets, ranging from three to five years.  Expenditures for maintenance and
repairs are charged to expense as incurred.  Leasehold improvements are recorded
at cost. Depreciation is computed using the straight-line method over the
ten-year life of the lease.

INTANGIBLE ASSETS

     In June 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard (SFAS) No. 142, "Goodwill and Intangible Assets".
SFAS No. 142 requires recognized intangible assets determined to have a finite
useful life be amortized over their respectful estimated useful lives and
reviewed for impairment in accordance with SFAS 144, "Accounting for the
Impairment and Disposal of Long-Lived Assets".  Any recognized intangible asset
determined to have an indefinite useful life will not be amortized, but instead
tested for impairment in accordance with the Standard until its life is
determined to no longer be indefinite.

     Intangible assets are stated at cost and consist of Software Development
Costs, Acquired Software, and Intellectual Properties and are being amortized
over their estimated useful lives of five years.

SOFTWARE DEVELOPMENT COSTS

     Costs incurred to establish technological feasibility of computer software
products are research and development costs and are charged to expense as
incurred. No such costs were expensed during the years ended December 31, 2003
and 2002. Costs of producing product masters subsequent to technological
feasibility are capitalized.  Capitalization of computer software costs ceases
when the product is available for general release to the customers.  Capitalized
software costs are amortized using the straight-line method over the estimated
useful life of the products or the gross revenue ratio method, whichever results
in the greater amount of amortization.  No amortization was recorded for the
year ended December 31, 2002 as no software had yet been released to customers
and no revenue had been earned. Amortization expense of $27,229 was recorded for
the year ended December 31, 2003.

ACQUIRED SOFTWARE

     In connection with the acquisition of Access Orlando, the Company acquired
Internet Remote Print software that was assigned a value of $288,000,
representing the excess of the purchase price over the fair value of the
tangible assets acquired.  The acquired software is being amortized over its
expected useful life of five years. Amortization expense was $57,600 and  $-0-
for the years ended December 31, 2003 and 2002, respectively.

INTELLECTUAL PROPERTIES

     In connection with the acquisitions of Smart Biometrics, Inc, Telepartners,
Inc. and Fingerprint Detection Technologies, Inc., the Company acquired
intellectual properties including patents, trademarks, technical drawings,
proprietary software and other knowledge based assets that were assigned values
of $700,000, $160,000 and $237,650, respectively, for a total of $1,097,650
representing the excess of the purchase price over the fair value of the
tangible assets acquired. The acquired intellectual properties are being
amortized over their expected useful lives of five years.

REVENUE RECOGNITION

The Company derives or plans to derive revenues from four sources: (i) the sale
and licensing of our software products; (ii) consulting, custom software
services and web development services; (iii) maintenance agreements; and (iv)
Internet access and web hosting services. As of December 31, 2003, the Company
has not yet generated revenues from the sale or licensing of software products.
Software license revenue will be recognized when all of the following criteria
have been met: there is an executed license agreement, software has been
delivered to the customer, the license fee is fixed and payable within twelve
months, collection is deemed probable and product returns are deemed reasonably
estimable. However, for


                                      F-11
<PAGE>
arrangements extending beyond our normal and customary terms, software license
revenue is recognized as payments from customers become due, provided all other
software revenue recognition criteria have been met. Maintenance revenues are
recognized ratably over the term of the maintenance contract, typically 12 to 36
months. Custom software services and small web development services are
typically performed over a period ranging from a few days to a few weeks and
revenues are recognized upon completion of the project. Consulting service
revenues are recognized when services are performed. Internet access and web
hosting services are recognized over the period the services are provided,
typically month-to-month. Cash received from the customers in advance of amounts
earned will be deferred and recorded as a liability.

ACCOUNTING FOR STOCK-BASED COMPENSATION.

     The Company measures compensation expense for employee and director stock
options as the aggregate difference between the market and exercise prices of
the particular options on the date that both the number of shares the optionee
is entitled to receive and the exercise price thereunder are known.
Compensation expense associated with option grants is equal to the market value
of the underlying shares on the date of grant and is recorded pro rata over the
required holding period.

     The Company has adopted the disclosure-only provisions of FAS 123.
Accordingly, no compensation cost has been recognized for the stock option
plans.  Had compensation cost for the Company's Plan been determined based on
the fair value at the grant date, as prescribed by FAS 123, the Company's net
income and earnings per share would have been as follows:

<TABLE>
<CAPTION>
                                                   2003
                                               ------------
<S>                                            <C>
          Net loss - as reported               $(4,690,188)
          Net loss - pro forma                 $(6,332,464)
          Basic and diluted EPS - as reported  $      (.12)
          Basic and diluted EPS - pro forma    $      (.17)
</TABLE>

INCOME TAXES

     Income taxes are provided for the tax effects of transactions reported in
the financial statements and consist of taxes currently due plus deferred taxes
resulting from temporary differences.  Such temporary differences result from
differences in the carrying value of assets and liabilities for tax and
financial reporting purposes.  The deferred tax assets and liabilities represent
the future tax consequences of those differences, which will either be taxable
or deductible when the assets and liabilities are recovered or settled.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amount expected to be realized.

NET LOSS PER COMMON SHARE

     Basic income (loss) per common share is computed by dividing net income
(loss) available to common shareholders by the weighted average common shares
outstanding for the period.  Diluted income (loss) per common share is computed
giving effect to all potentially dilutive common shares.  Potentially dilutive
common shares may consist of incremental shares issuable upon the exercise of
stock options, adjusted for the assumed repurchase of the Company's common
stock, at the average market price, from the exercise proceeds and also may
include incremental shares issuable in connection with convertible securities.
In periods in which a net loss has been incurred, all potentially dilutive
common shares are considered anti-dilutive and thus are excluded from the
calculation.  As of December 31, 2003, the Company had 20,334,701 potentially
dilutive common shares as a result of warrants and options granted.

FAIR VALUE OF FINANCIAL INSTRUMENTS

     Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of December 31,
2003.  The respective carrying value of certain on-balance-sheet financial
instruments approximated their fair values.  These financial instruments include
cash, trade receivables, accounts payable, accrued expenses and loans from
shareholders.  The fair value of our long-term debt is estimated based on the
current rates offered to us for debt of similar terms and maturities.  Under
this method the fair value of long-term debt was not significantly different
from the stated value at December 31, 2003 and 2002.


                                      F-12
<PAGE>
USE OF ESTIMATES

     The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.  Actual results
could differ from those estimates.

MANAGEMENT'S PLANS

     As of December 31, 2003, the Company has a working capital deficit and has
incurred significant losses from operations since its inception.  Senior
management of the Company, owning approximately 64% of the outstanding shares of
common stock of the Company as of December 31, 2003, has represented its
positive intent and ability to fund the operations, including debt service
payments, of Sequiam Corporation and Subsidiaries on an as needed basis through
January 1, 2005.  Additionally, Management is seeking to obtain working capital
through convertible debt arrangements (See Notes 12 and 15) and the continued
sale of its stock.

RECLASSIFICATION

     Certain reclassifications have been made to the 2002 financial statements
to conform to the 2003 presentation.

RECENT ACCOUNTING PRONOUNCEMENTS

     In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities
("Interpretation No. 46"). In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either does not have equity investors with voting rights or has
equity investors that do not provide sufficient financial resources for the
entity to support its activities.  Interpretation No. 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
Company does not expect that Interpretation No. 46 will have a material effect
on the Company's results of operations or financial condition as the Company
does not currently utilize or have interests in any variable interest entities.

     In May 2003, the FASB issued Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity ("SFAS No. 150"). SFAS No. 150 establishes standards
for how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, except for
mandatorily redeemable financial instruments. Mandatorily redeemable financial
instruments are subject to the provisions of SFAS No. 150 beginning as of
January 1, 2004. The Company adopted SFAS No. 150 on June 1, 2003. The adoption
of SFAS No. 150 did not have a material effect on the Company's results of
operations or financial condition.

     In December 2003, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 104 ("SAB No. 104"), Revenue Recognition. SAB No.
104 revises or rescinds portions of the interpretive guidance included in Topic
13 of the codification of staff accounting bulletins in order to make this
interpretive guidance consistent with current authoritative accounting and
auditing guidance and SEC rules and regulations. The Company periodically
evaluates its revenue recognition policies in relation to staff accounting
bulletins and other generally accepted accounting principles and SEC guidance.
The Company believes its revenue recognition policies are in compliance with the
provisions of SAB No. 104.

NOTE 2 - PROPERTY AND EQUIPMENT

     Property and equipment consist of the following at December 31:


                                      F-13
<PAGE>
<TABLE>
<CAPTION>
                                                 2003        2002
                                              ----------  ----------
<S>                                           <C>         <C>
               Leasehold improvements         $1,126,769  $1,126,769
               Office furniture and fixtures     450,398     395,398
               Computer equipment                192,212     127,294
               Purchased software                127,293     192,213
                                              ----------------------
                                               1,896,672   1,841,674
               Less accumulated depreciation     721,806     466,276
                                              ----------------------
                                              $1,174,866  $1,375,398
                                              ======================
</TABLE>

     Depreciation expense totaled $256,034 and $132,718 during 2003 and 2002,
respectively. Included in current assets are $40,706 and $177,080 of equipment
held for resale, net of a $75,000 impairment loss recognized in 2003 on that
equipment.  The equipment was written down to its estimated liquidation value
based upon information obtained from dealers. This equipment remains from
operations discontinued by Brekel prior to its acquisition by Sequiam.

NOTE 3 - INTANGIBLE ASSETS

     Intangible assets consist of the following as of December 31, 2003:

<TABLE>
<CAPTION>
                             Weighted-average    Gross                       Net
                               Amortization     Carrying    Accumulated    Carrying
Amortized Intangible Assets       period         Amount    Amortization     Amount
---------------------------  ----------------  ----------  -------------  ----------
<S>                          <C>               <C>         <C>            <C>

Software Development costs                  5  $  136,145  $      27,229  $  108,916
Acquired software                           5     288,000         57,600     230,400
Intellectual properties                     5   1,097,650        112,005     985,645
                                               -------------------------------------
                                               $1,521,795  $     196,834  $1,324,961
                                               =====================================
</TABLE>

     Amortization  expense  totaled  $196,834  and  $-0-  during  2003 and 2002,
respectively.

     The  estimated  future amortization expense for each of the five succeeding
years  is  as  follows:

<TABLE>
<CAPTION>
               Year ending
               December 31,
               ------------
<S>                              <C>
                   2004          $304,359
                   2005           304,359
                   2006           304,359
                   2007           304,359
                   2008           107,525
</TABLE>

NOTE 4 - NOTES AND DEBENTURES PAYABLE

     On March 5, 2003 Sequiam issued to La Jolla Cove Investors, Inc. ("LJCI"),
an 8% Convertible Debenture in the principal amount of $300,000 and a warrant to
purchase 2,000,000 shares of our common stock at $1.50 per share (the "Initial
Financing").  Sequiam received a total of $150,000 of the principal amount of
the debenture, representing the balance due at December 31, 2003.

     In connection with the debenture and the warrant, Sequiam was required to
register the resale of common stock to be issued to LJCI upon conversion of the
debenture and exercise of the warrant.  To meet this obligation, Sequiam filed a
registration statement on April 27, 2003, an amended registration statement on
May 7, 2003, and a second amended registration statement on June 23, 2003, all
of which were withdrawn on September 5, 2003, prior to being declared effective.

     Effective as of January 29, 2004, the Company entered into an Agreement of
Accord and Satisfaction with LJCI pursuant to which LJCI agreed to accept
$200,000 plus 100,000 shares of restricted common stock in accord and
satisfaction of the debenture and warrant and other documents related to the


                                      F-14
<PAGE>
Initial Financing.  As a result, all of our obligations under the Initial
Financing, including the obligation to file a new registration statement, have
been terminated.

     Pursuant to the accord and satisfaction, Sequiam issued 100,000 shares of
restricted common stock to LJCI, which, had a fair market value of $51,000,
based on a closing trading price of $0.51 per share on January 29, 2003.  In
addition, the Company delivered to LJCI a promissory note in the principal
amount of $200,000 with interest in the amount of 8% per year, plus principal,
due in six installments of $34,017 per month beginning February 1, 2004.  The
Company has paid the first installment.  Under the terms of the new note,
Sequiam will pay a total of at least $204,103 by July 1, 2004.

     Under the new agreement, LJCI has "piggy-back" registration rights, meaning
Sequiam is obligated to include the resale of the 100,000 shares of restricted
common stock by LJCI in any registered offering of securities the Company may
make during any time that LJCI still holds such 100,000 shares.  Unless the
Company makes a registered offering, it has no obligation to register the resale
of the 100,000 shares of restricted common stock.

     In connection with the Accord and Satisfaction, the Company recognized a
loss on debt settlement of approximately $106,250 in the first quarter of 2004.
The $106,250 loss on debt settlement is a result of the $50,000 additional
obligation incurred and the write off of the existing $56,250 debt discount.
The $51,000 value of the restricted common stock issued was recorded as interest
expense upon issuance.

     Nicholas VandenBrekel and Mark Mroczkowski have personally guaranteed the
obligations under the new promissory note (See Note 5).

     On May 13, 2003, Sequiam entered into a loan agreement with Lee Harrison
Corbin, Attorney-in-Fact For the Trust Under the Will of John Svenningsen, for a
principal loan amount of $400,000 under a promissory note bearing interest at
five percent (5%).  In connection with this loan, Sequiam Corporation issued two
warrants to the holder to purchase 625,000 shares of its common stock at an
exercise price of $0.01 per share and 350,000 shares of its common stock at
$1.00 per share.  The Warrants for 625,000 (See Note 8) shares were exercised on
June 25, 2003 and the warrants for 350,000 remain outstanding and expire in May
2008. The fair value of the attached warrants exceeded the value of the proceeds
received from the Note and has been recorded as a debt discount of $400,000. The
payment schedule was originally tied to that of the LJCI Convertible Debenture
described above. However, on January 30, 2004 the Company amended the loan
agreement such that all principal and interest become due on January 30, 2005.
The debt discount has been amortized over the original estimated life of the
Note of 36 months. Beginning in January 2004, the remaining unamortized debt
discount will be amortized over twelve months. As of December 31, 2003, the
balance of the Note, net of the unamortized debt discount of $133,928 was
$266,072 and is included in Notes Payable.

     On December 18, 2003, Sequiam entered into a loan agreement with Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen, for a principal loan amount of $100,000 under a promissory note
bearing interest at five percent (5%).  In connection with this loan, Sequiam
Corporation issued one warrants to the holder to purchase 200,000 shares of its
common stock at an exercise price of $0.25 per share. The principal and accrued
interest is due six months from the date of the loan.

     On December 18, 2003, Sequiam entered into a loan agreement with Lee
Harrison Corbin, for a principal loan amount of $50,000 under a promissory note
bearing interest at five percent (5%).  In connection with this loan, Sequiam
Corporation issued one warrant to the holder to purchase 100,000 shares of its
common stock at an exercise price of $0.25 per share.  The principal and accrued
interest is due six months from the date of the loan.

     On December 26, 2003, Sequiam entered into a debenture agreement
("Debenture") with Eagle Financial, LLC, for a principal loan amount of $150,000
under a debenture bearing interest at ten percent (10%). The principal and
accrued interest is due on March 26, 2004 or on the Closing Date of a planned
financing transaction, whichever is sooner.  The Debenture also provides for an
unconditional equity


                                      F-15
<PAGE>
provision whereby the Corporation issued seventy five thousand (75,000)
restricted shares to the Holder as an incentive to lend. The fair value of the
shares has been recorded as a debt discount of $30,000.

<TABLE>
<CAPTION>
The preceding information is summarized as follows at December 31, 2003:

                                                           FACE      DEBT     CARRYING
                                                          AMOUNT   DISCOUNT    AMOUNT
                                                         ------------------------------
<S>                                                      <C>       <C>        <C>
Promissory note - Lee Harrison Corbin                    $ 50,000         -   $  50,000

Promissory note - Lee Harrison Corbin-Trustee for John
Svenningsen                                               100,000         -     100,000

10% Convertible Debenture-Eagle Funding, LLC, 10%         150,000   (30,000)    120,000

Promissory note - Lee Harrison Corbin-Trustee for John
Svenningsen                                               400,000  (133,928)    266,072

8% Convertible Debenture-La Jolla Cove Investors          150,000   (93,750)     56,250
                                                         ------------------------------

                                                         $850,000  (257,678)  $ 592,322
                                                         ==============================
</TABLE>

NOTE 5 - LOANS FROM SHAREHOLDERS

     On February 1, 2002, Mark Mroczkowski, the Chief Financial Officer and a
shareholder of the Company, loaned Sequiam Communications, Inc. (formerly Brekel
Group, Inc.) $50,000.  Interest is payable at 6%.  As of December 31, 2003, the
balance due under this loan was $50,000 payable on demand together with accrued
interest of $5,250.

     Nicholas VandenBrekel, the President and Chief Executive Officer and
majority shareholder of the Company, has advanced money to Sequiam Corporation
and Sequiam Software, Inc. under demand notes.  At December 31, 2003, Sequiam
owed $570,450 on these notes, including accrued interest of $15,316.  The notes
bear interest at 2% per annum and are due on demand.

     Alan McGinn, the Chief Technology Officer and a shareholder of the Company,
has advanced money to Sequiam Corporation.  At December 31, 2003, Sequiam owed
approximately $12,000 without interest or specific repayment terms.

     A shareholder not employed by the Company advanced $75,000 to the Brekel
Group, Inc. on March 1, 2002.  The terms of the demand note include interest
payable at 6% and a right to convert the note to common stock at $1.00 per
share.  At December 31, 2003 the remaining principal balance was $62,850 and
accrued interest was $735.

     Included in accounts payable and accrued expenses at December 31, 2003 are
un-reimbursed business expenses of $2,244 and $10,000 owed to Nicholas
VandenBrekel and Mark Mroczkowski, respectively.

NOTE 6 - INCOME TAXES

     The Company has estimated net operating loss carryforwards ("NOLs") for
federal income tax purposes of approximately $12,785,000 at December 31, 2003.
These net operating losses can be carried forward and applied against future
taxable income, if any, and expire in the years 2020 through 2023.  However, as
a result of certain acquisitions, the use of these NOLs may be limited under the
provisions of section 382 of the Internal Revenue Code. Treasury Regulation
1.1502-21 regarding separate return limitation years may further limit these
NOLs.

     The following is a reconciliation of income taxes at the federal statutory
rate of 34% to the provision for income taxes as reported in the accompanying
consolidated statements of operations.  The


                                      F-16
<PAGE>
temporary differences between net income and taxable income result from the
accrual of officers' salaries of $1,214,792 that are expensed in the financial
statements, but are not deductible for tax purposes until paid:

<TABLE>
<CAPTION>
                                                             Years ended December 31,
                                                                2003         2002
                                                            ------------  ------------
<S>                                                         <C>           <C>
Income tax benefit computed at the federal statutory rate   $(1,594,800)  $  (394,100)
Deferred tax asset acquired                                     204,700    (2,935,200)
State income tax benefit, net of federal benefit               (148,300)     (355,300)
Increase in valuation allowance                               1,538,400     3,684,600
                                                            --------------------------
Income tax expense (benefit)                                $         -   $         -
                                                            ==========================
</TABLE>

     The components of the deferred income tax asset are as follows at December
31,

<TABLE>
<CAPTION>
Deferred tax assets:                 2003          2002
                                 ------------  ------------
<S>                              <C>           <C>
Accrued shareholder salaries     $   457,100   $   321,700
Deferred lease obligation            336,100       336,100
Net operating loss carryforward    4,704,800     3,301,800
Valuation allowance               (5,498,000)   (3,959,600)
                                 --------------------------
Net deferred tax assets          $         -   $         -
                                 ==========================
</TABLE>

     Valuation allowances are provided against deferred tax assets if, based on
the weight of available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized.  The Company has evaluated the
realizability of the deferred tax assets on its balance sheets and has
established a valuation allowance in the amount of $5,498,000 and $3,959,600
against its net deferred tax assets at December 31, 2003 and 2002, respectively.
The valuation allowance increased $1,538,400 and $3,684,600 during the years
ended December 31, 2003 and 2002 respectively.

NOTE 7 - LONG-TERM DEBT AND LEASE COMMITMENT

     Effective July 1, 2001, the Brekel Group, Inc., prior to its acquisition by
Sequiam, entered into an operating lease agreement to rent approximately 60,000
square feet of combined office and manufacturing space through June 30, 2011.
As a result of the determination to cease Brekel's print and publishing
operations prior to the Company's acquisition of Brekel, effective July 1, 2002,
Brekel entered into a Lease Forbearance Agreement for 10,000 square feet of the
same space for the remaining term of the lease. Pursuant to the forbearance
agreement, the Company makes monthly base rent payments, including common area
maintenance charges, of $9,633, with annual increases of approximately 3% per
year beginning in July 2004.  As part of the forbearance agreement, the Company
executed a note payable to the landlord to reimburse them for lost rents on the
50,000 square feet relinquished to them through June 30, 2004; less rents and
principal payments received from Sequiam; less 75% of any rents received from
replacement tenants; plus any leasing commissions or tenant build out costs
required for replacement tenants.  The note also includes amounts previously
owed by Brekel to the landlord for tenant improvements.  The outstanding balance
on the note of $1,271,064 as of December 31, 2003, represents $893,112 of
deferred rent and $377,952 of tenant improvements. Payments on the note commence
July 1, 2004, and are amortized through June 1, 2010, with interest at 6%.
Variables that could impact the amount due under the note related to deferred
rent include changes in estimated rents to be received from replacement tenants,
estimated leasing commissions and estimated tenant build out costs required for
replacement tenants.

     Rental expense for the year ended December 31, 2003 and 2002, was $125,508
and $376,118 respectively.  The minimum future rentals required under the
operating lease and the maturities of the long-term note payable are as follows:


                                      F-17
<PAGE>
<TABLE>
<CAPTION>
                   Year        Rentals   Maturities
<S>                            <C>       <C>

                   2004        $115,600  $    95,131

                   2005         117,334      186,055

                   2006         120,854      197,531

                   2007         124,480      209,714

                   2008         128,214      222,649

                   Thereafter   199,066      359,984
                               ---------------------

                               $805,548  $ 1,271,064
                               =====================
</TABLE>

NOTE 8 - CAPITAL STOCK

     During the first quarter 2003, the Company issued 210,000 common shares for
business advisory services and technology transfer services valued at $171,000
based on the Company's quoted market price on the date of the related
agreements.  In addition, the Company issued 90,000 shares for investor and
public relations services valued at $90,000 in April 2003.

     On January 2, 2003, Sequiam Corporation sold an aggregate of 10,000 shares
of its common stock to two accredited investors at a price of $1.00 per share
for proceeds of $10,000.

     On February 6, 2003, Sequiam Corporation sold an aggregate of 285,714
shares of its common stock to one accredited investor at a price of $0.70 per
share for proceeds of $200,002, less a commission of $20,000 for net proceeds of
$180,002.  266,667 of these shares were issued in the first quarter of 2003 and
the remaining shares were issued in the first quarter of 2004.  On April 22,
June 19, and September 15, 2003, Sequiam Corporation sold an aggregate of
1,000,000 shares of its common stock to this same accredited investor at a price
of $0.50 per share for proceeds of $400,000, less a commission of $40,000 for
net proceeds of $360,000. Sequiam Corporation also granted warrants to this
accredited investor to purchase: 857,142 shares of its common stock at $1.00
exercisable through February 6, 2007; one million shares of its common stock at
$0.75 exercisable through April 25, 2007; 20,000 shares of its common stock  at
$1.25 exercisable through June 1, 2007; one million shares of its common stock
at $0.75 exercisable through June 23 2007; two million shares of its common
stock at $0.75 exercisable through September 30, 2007; and one million shares of
its common stock at $0.50 exercisable through December 15, 2008. On December 15,
2003 Sequiam sold 882,353 shares to this investor at a price of $0.17 per share
for proceeds of $150,000, less a commission of $15,000 for net proceeds of
$135,000. In connection with that sale Sequiam granted warrants to this
accredited investor to purchase 2,647,059 shares of its common stock at $0.17
exercisable through December 14, 2007. In connection with such sales, Sequiam
Corporation relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933.  This investor represented in writing that the
shares were being acquired for investment and, in addition, the certificates
representing the shares bear a restrictive securities legend.

     During the first quarter of 2003, the Company issued 318,471 shares of
common stock valued at $150,000 in connection with its acquisition of W.M.W.
Communications, Inc.

     During the second quarter of 2003, the Company agreed to issue 1,553,500
shares for investment banking, investor and public relations, and employee
services valued at $1,366,895.  The 1,553,500 shares were issued in July 2003.

     The Company also agreed in the second quarter of 2003 to issue 1,500,000
shares valued at $750,000 for the acquisition of the assets of Smart Biometrics,
Inc. on May 9, 2003, and 165,000 shares valued at $149,993 for the acquisition
of the assets of Telepartners, Inc. on June 1, 2003.  Those shares were all
issued in July 2003.

     On September 11, 2003, Sequiam agreed to issue 485,000 shares valued at
$237,650 for the acquisition of 100% of the issued and outstanding shares of
Fingerprint Detection Technologies, Inc.  The


                                      F-18
<PAGE>
value of the shares was included in current liabilities as stock subscriptions
payable at September 30, 2003 and the shares were issued in November 2003.

     During the third quarter of 2003 Sequiam sold an aggregate of 327,500
common shares to four individual accredited investors at a prices ranging from
$0.40 to $0.50 per share for net proceeds of $157,500. In connection with such
sales, Sequiam Corporation relied on the exemption from registration provided by
Section 4(2) of the Securities Act of 1933.  These investors represented in
writing that the shares were being acquired for investment and, in addition, the
certificates representing the shares bear a restrictive securities legend.
Also, in connection with these common stock sales, Sequiam Corporation granted
two warrants to purchase 500,000 shares of its common stock at $0.75 exercisable
through July 24, 2008.

     During the fourth quarter of 2003 the Company sold an aggregate of 444,118
common shares to four individual accredited investors at a prices ranging from
$0.17 to $0.67 per share for net proceeds of $150,000. The Company also issued a
Warrant to one of these accredited investors to purchase 1,000,000 shares of
common stock at $0.50 per share.  In connection with such sales, Sequiam
Corporation relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933.  These investors represented in writing that the
shares were being acquired for investment and, in addition, the certificates
representing the shares bear a restrictive securities legend.

     During the fourth quarter of 2003 the Company agreed to issue 465,000
shares for investment banking, investor and public relations, valued at
$131,500.  The Company also issued 75,000 shares valued at $30,000 in connection
with a loan agreement.

<TABLE>
<CAPTION>
     A summary of the foregoing is as follows:

                          Shares    Fair Value  Average price
                         ---------  ----------  --------------
<S>                      <C>        <C>         <C>

Stock for services       2,318,500   1,759,446  $         0.76

Stock sales              2,949,685   1,040,502  $         0.29

Stock for acquisitions   2,468,471   1,437,583  $         0.58

Stock for debt discount     75,000      30,000  $         0.40
</TABLE>

     In connection with the foregoing stock issuances, the Company granted
warrants for 10,674,201 shares of stock at an average exercise price of $0.60,
which would yield net proceeds to the Company of $6,357,142 if all of the
warrants were exercised.  The warrants expire at various dates ranging from June
1, 2004 through November 25, 2008.

NOTE 9 - EMPLOYEE STOCK INCENTIVE PLAN

     On September 23, 2003 Sequiam executed the Sequiam Corporation 2003
Employee Stock Incentive Plan and the Sequiam Corporation 2003 Non-Employee
Directors And Consultants Stock Plan.  This Stock Incentive Plan is intended to
allow designated officers, directors (including non-employee directors),
employees and certain non-employees, including any independent contractor or
consultant providing services to the Company and its Subsidiaries to receive
certain options (the "Stock Options") to purchase Sequiam common stock, par
value $0.001 per share, and to receive grants of the Common Stock subject to
certain restrictions (the "Awards"). The maximum number of shares of the Common
Stock that may be issued pursuant to these plans shall be 10,000,000 and
5,000,000, respectively.

     The Company may grant Stock Options in such amounts, at such times, and to
the Employees nominated by the management of the Company in its discretion.
Stock Options granted under this Plan shall constitute "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986 as
amended.

     The purchase price (the "Exercise Price") of shares of the Common Stock
subject to each Stock Option shall be the Fair Market Value of the Common Stock
on the date the Stock Option is granted;


                                      F-19
<PAGE>
provided, however, for designated non-statutory stock options, the Board of
Directors may determine an Exercise Price at, above or below Fair Market Value.
For an Employee holding greater than 10 percent of the total voting power of all
stock of the Company, either common or preferred, the Exercise Price of an
incentive stock option shall be at least 110 percent of the Fair Market Value of
the Common Stock on the date of the grant of the option.

     The Stock Option term will begin on the date of grant of the Stock Option
and shall be 10 years or such shorter period as is determined by the Company.

     On November 28, 2003 the Company granted options for 9,660,500 shares to
its employees at an exercise price of $0.17 the fair market value of the stock
on that date.  Officers and Employee Directors were granted options for nine
million of the total granted.

<TABLE>
<CAPTION>
                                                        Weighted
                                           Number        Average
                                          of Shares  Exercise Price
                                          ---------  ---------------
<S>                                       <C>        <C>
Granted during 2003                       9,660,500  $         0.186
Exercised during 2003                           -0-              -0-
Canceled during 2003                            -0-              -0-
                                          ---------
Outstanding at December 31, 2003          9,660,500  $         0.186
                                          =========

Exercisable at December 31, 2003          9,660,500  $         0.186
                                          =========

Available for grant at December 31, 2003    339,500
                                          =========
</TABLE>

The following table summarizes the stock options outstanding and exercisable at
December 31, 2003:

<TABLE>
<CAPTION>
                             Outstanding                       Exercisable
                 -------------------------------------------------------------------
                             Weighted-
                              Average
                             Remaining      Weighted-                   Weighted-
                 Number of  Contractual      Average      Number of      Average
Exercise Price    Options      Life      Exercise Price    Options   Exercise Price
---------------  ---------  -----------  ---------------  ---------  ---------------
<S>              <C>        <C>          <C>              <C>        <C>
0.17            9,660,500     10 Years  $         0.186  9,660,500  $         0.186
</TABLE>

     Had compensation costs for the stock option plans been determined based on
the fair value at the date of grant for awards, the Company's net loss and
earnings per share would approximate the following pro forma amounts:

<TABLE>
<CAPTION>
                                         2003
                                     ------------
<S>                                  <C>
Net loss - as reported               $(4,690,188)
Net loss  - pro forma                $(6,332,464)

Basic and Diluted EPS - as reported  $     (0.12)
Basic and Diluted EPS - pro forma    $     (0.17)
</TABLE>

     The fair value of each option is estimated on the date of grant using the
Black-Scholes option-pricing model.  The fair value of options granted during
2003 were calculated utilizing the following weighted-average assumptions: no
dividend yield; expected volatility of 284.89%; risk free interest rate of
4.32%; and expected lives of 10 years.  As of December 31, 2003, no stock
options had been granted under the Sequiam Corporation 2003 Non-Employee
Directors and Consultants Stock Plan.


                                      F-20
<PAGE>
NOTE 10 - COMMITMENTS AND CONTINGENCIES

     On October 1, 2002, the Company's Chief Executive Officer ("CEO") and Chief
Financial Officer ("CFO") entered into amended and restated employment
agreements with Sequiam Corporation and its Subsidiaries.  The amended
agreements replace separate agreements with Sequiam, Inc. and Brekel Group, Inc.
The agreements have an initial term of two years with automatic one-year
renewals.  The agreements provide for compensation in the form of minimum annual
salary of  $185,000 and $175,000 respectively, and allow for bonuses in cash,
stock or stock options and participation in Company benefit plans.  Full-time
employment is a requirement of the contract.  In the event that a change in
control of the Company occurs without the prior approval of the then existing
Board of Directors, these contracts will be deemed terminated and compensation
of $5 million each is payable at termination, and $1 million annually for five
years subsequent to termination will be due and payable to the CEO and CFO.  For
the years ended December 31, 2003 and 2002, Sequiam accrued and did not pay the
minimum annual salaries payable to the CEO and CFO.

     The Company is involved in various claims and legal actions incidental to
the normal conduct of its business.  On or about October 3, 2002, General
Electric Capital Corporation ("GE") filed a lawsuit against Brekel Group, Inc.
("Brekel"), in the Circuit Court of the 9th Judicial Circuit in and for Orange
County, located in Orlando, Florida.  GE claims that Brekel owes a deficiency
balance in the amount of $93,833 for three digital copiers rented under a lease
agreement.  Brekel has returned possession of the copiers to GE, but Brekel
disputes the claim for damages.  On January 30, 2004 Brekel entered into a
settlement agreement with GE by agreeing to pay $70,000 in 36 monthly
installments of $1,945 without interest.

     On February 1, 2004 Brekel entered into a settlement agreement with
Precision Partners, LTD for disputed rents on a facility formerly occupied by
Brekel by agreeing to pay $80,000 in 24 monthly installments of $3,510 including
interest at 5%.  The $150,000 total for both settlements is included in accrued
expenses and loss on debt settlement at December 31, 2003.

     Brekel entered into a note payable with Xerox Corporation in November 2000
to finance equipment.  Brekel also entered into a Document Services Agreement
("Agreement") with Xerox Corporation ("Xerox") on November 1, 1999 commencing
April 1, 2000.  During the 63-month term of the Agreement ending June 30, 2005,
Xerox agreed to provide equipment and services in accordance with specified
performance standards.  Those standards include, among other things, a
performance satisfaction guaranty by Xerox.  Under the terms of that guaranty,
Brekel may terminate the agreement without incurring any early termination
charges.  Brekel gave proper notice of such termination in March 2001.  On
September 3, 2002 Xerox did, contrary to the contract, assert its claim for
early termination charges and for monthly minimum service charges on billings
made after the termination date.  On June 29, 2004, Xerox Corporation filed a
lawsuit in the Circuit Court in and for Pinellas County, State of Florida.  The
amount in controversy is approximately $1,574,000.  The Company disputes these
claims and believes them to be without merit.  Because this matter is in very
preliminary stages, management is unable to determine the likelihood of an
unfavorable outcome and, accordingly, has not accrued any amount for potential
losses in connection with this lawsuit.

     A competing web-development company has posted an alternative web site for
the WOA, claiming such right was granted to it by the WOA.  Sequiam is seeking
to resolve this conflict with the WOA without resort to litigation. This dispute
has the potential to result in the loss of potential future revenue from the WOA
web site.  The Company does not believe the loss of such revenue will have a
material adverse effect on our overall business and the WOA is actively working
to resolve the conflict.

     The Company currently operates without directors' and officers' insurance
and property, casualty and general liability insurance and is at risk for those
types of losses.


                                      F-21
<PAGE>
<TABLE>
<CAPTION>
NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

                                                                                  Year ended December 31,
                                                                                      2003       2002
                                                                                   ---------  -----------
<S>                                                                                <C>        <C>

Supplemental cash flow information:
-----------------------------------
Cash paid for interest                                                             $  33,446  $    11,563

Non-cash investing and financing activities:
--------------------------------------------
Disbursements paid by related party for operating and investing activities                 -  $    89,440

Common shares issued for acquisition of Brekel Group, Inc.                                 -  $13,575,193

Net liabilities acquired from Brekel Group, Inc.                                           -  $     4,554

Return of leased equipment and capital lease obligation                                    -  $ 1,656,009

Amount due for assets acquired from WMW Communications, Inc.                               -  $   288,457

Common shares issued for acquisition of WMW Communications, Inc. assets            $ 150,000            -

Common shares issued for acquisition of Smart Biometrics, Inc. assets              $ 750,000            -

Common shares issued for acquisition of Telepartners, Inc. assets and liabilities
assumed                                                                            $ 149,933            -

Common shares issued for acquisition of Fingerprint Detection Technologies, Inc.   $ 237,650            -

Original issue discount on debt                                                    $ 580,000            -
</TABLE>

NOTE 12 - SUBSEQUENT EVENTS

     Effective as of January 29, 2004, the Company entered into an Agreement of
Accord and Satisfaction with La Jolla Cove Investors, Inc. ("LJCI") pursuant to
which LJCI agreed to accept $200,000 plus 100,000 shares of restricted common
stock in accord and satisfaction of the debenture and warrant and other
documents related to the Initial Financing.  As a result, all of our obligations
under the Initial Financing, including the obligation to file a new registration
statement, have been terminated. The details of this event are more fully
described in Note 4.

     On January 30, 2004, the Company amended a loan agreement with Lee Harrison
Corbin, Attorney-in-Fact For the Trust Under the Will of John Svenningsen, for a
principal loan amount of $400,000 under a promissory note bearing interest at
five percent (5%) interest such that all principal and interest become due on
January 30, 2005. The details of this event are more fully described in Note 4.

     On January 30, 2004, the Company entered into a settlement agreement with
General Electric Capital Corporation by agreeing to pay $70,000 in 36 monthly
installments of $1,945 without interest.  On February 1, 2004, the Company
entered into a settlement agreement with Precision Partners, LTD for disputed
rents on a facility formerly occupied by Brekel by agreeing to pay $80,000 in 24
monthly installments of $3,510 including interest at 5%. The $150,000 total for
both settlements is included in accrued expenses at December 31, 2003.  The
details of this event are more fully described in Note 10.

     On February 6, 2004, the Company entered into a license agreement with
Security Marketing Group, LLC whereby Security Marketing Group, LLC was granted
a license to manufacture and sell a high-tech, biometric,
fingerprint-recognition storage device, known as the Sequiam Q300 (the "Q300")
developed by the Company.  Security Marketing Group, LLC is required to pay to
Sequiam a license fee of $2,000,000 cash, payable $25,000 upon execution and
delivery of the Agreement, and the balance on or before December 31, 2004.  In
addition to the license fee, Security Marketing Group, LLC is required to pay
Sequiam monthly a royalty of $20.00 for every unit sold by Security Marketing
Group, LLC.  Sequiam also receives a non-dilutive 10% interest in SMG as part of
the license agreement.

     On March 3, 2004 Sequiam sold 866,667 common shares to Heidtke & Company,
Inc. a small cap investment fund for $520,000 at a price of $0.60 per share. In
connection with such sales, Sequiam Corporation relied on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.


                                      F-22
<PAGE>
This investor represented in writing that the shares were being acquired for
investment and, in addition, the certificates representing the shares bear a
restrictive securities legend.

     On March 29, 2004, the Company accepted the terms of a $3 million fixed
price convertible loan commitment ("Note") from Laurus Master Fund, Ltd. (the
"Investor"). The terms of the Note will provide for interest at Wall Street
Journal Prime rate plus 2% and a term of three years from closing.  The coupon
will be decreased by 1.0% for every 25% increase above the fixed conversion
price prior to an effective registration statement and 2.0% thereafter, up to a
minimum of 0.0%. The Fixed Conversion Price to convert the debt to equity will
be equal to the average closing price for the 20 days prior to closing the
transaction, provided that the Fixed Conversion Price does not exceed 110% of
the closing price on the day prior to closing.

     The Note will be secured by all of the assets of the Company.  The Company
shall reduce the principal Note amount by 1/33rd per month starting 90 days
after closing, payable in cash or registered stock. If such amortization is in
cash, the payment will be at 102% of the monthly principal amortization amount.
If the Investor converts any stock prior to any monthly amortization payment,
those conversions will be credited toward the next monthly principal
amortization and interest payment due. Any conversions above the monthly
principal amortization and interest payment due amount will be credited towards
future required payments. The Investor will convert the principal amortization
and interest payments through common stock if the market price for the stock at
the time of payment is 15% above the fixed conversion price.

     The Company will file a registration statement for the Company's common
stock underlying the convertible note and all the underlying warrants with the
SEC within 30 days after funding and will use its best efforts to have the
registration declared effective within 120 days of funding. The Company shall
provide a first lien on all assets of the Company.

     The Investor, in its sole option, shall have the right for 270 days after
the closing date to make an additional investment in the Company up to 40% of
the Investment Amount on the same terms and same conversion price.

     The Investor will be issued six-year warrants to purchase one million
shares of the Company's common stock as follows: 333,333 shares at 125%; 333,333
shares at 150%; and 333,334 shares at 175% of the average closing price for 20
days prior to closing the transaction.  In addition, we will pay a fee of
$105,000 to the Investor.

NOTE 13 - OPERATING SEGMENTS

          During 2002 the Company operated as a single segment, the Information
Management segment as defined below.

          Pursuant to FAS 131, the Company defines an operating segment as:

     -    A business activity from which the Company may earn revenue and incur
          expenses;

     -    Whose operating results are regularly reviewed by the chief operating
          decision maker to make decisions about resources to be allocated to
          the segment and assess its performance; and

     -    For which discrete financial information is available.

          Sequiam has two operating segments, which are defined as each business
line that it operates. This however, excludes corporate headquarters, which does
not generate revenue.

          Our operating segments are defined as follows:

          The Information Management segment provides interactive web-based
technologies, as well as ASP, ISP and other customer web development and
software development services.


                                      F-23
<PAGE>
     The Safety and Security segment provides fingerprint biometric access
control systems technology and fingerprint identification technology.

     The table below presents certain financial information by business segment
for the year ended December 31, 2003.

<TABLE>
<CAPTION>
                Information    Safety and                                    Consolidated
               -------------  ------------                                  --------------
                Management      Security     Segments Total    Corporate        Total
               -------------  ------------  ----------------  ------------  --------------
<S>            <C>            <C>           <C>               <C>           <C>
Revenue from
external
customers      $    338,549   $    47,620   $       386,170   $         -   $     386,170
Interest
expense             (31,426)            -           (31,426)     (337,237)       (368,663)
Depreciation
and
amortization        354,772        98,096           452,868             -         452,868
Segment loss     (1,531,676)     (158,202)       (1,689,878)   (3,000,310)     (4,690,188)
Segment
assets (1)        1,594,176       876,427         2,470,603       272,282       2,742,885
<FN>

(1)  Segment assets have been adjusted for intercompany accounts to reflect actual assets
     for each segment.
</TABLE>

NOTE 14 - FINANCING TRANSACTIONS (UNAUDITED)

     On April 27, 2004, we closed a convertible debt transaction with Laurus
Master Fund, Ltd. providing up to $3.0 million in financing.  Under the
arrangement, we delivered to Laurus a secured convertible term note, bearing
interest at the Wall Street Journal Prime rate plus 2%, in the initial amount of
$2.0 million, convertible into the our common stock and a warrant to purchase up
to 666,666 shares of our common stock.

     The note has a term of three years.  Interest shall be payable monthly in
arrears commencing on June 1, 2004, and on the first day of each consecutive
calendar month thereafter.  Monthly amortization payments shall commence on
August 2, 2004, at the rate of $60,606.

     The interest rate under the note is subject to adjustment on a month by
month basis if specified conditions are met (including that the common stock
underlying the conversion of the Note and the warrant issued to Laurus are
registered with the U.S. Securities and Exchange Commission and whether and to
what extent the market price of our common stock for the five (5) trading days
preceding a particular determination date exceeds (or is less than) the fixed
conversion price applicable to the Note).

     Laurus also has the option to convert all or a portion of the note into
shares of our common stock at any time, subject to specified limitations, at a
fixed conversion price of $0.66 per share.  The note is secured by a first lien
on all of our and our subsidiaries' assets.  In connection with the note, Laurus
was paid a fee of $105,000 and received a six-year warrant to purchase up to
666,666 shares of the Company's common stock at prices ranging from $0.83 per
share to $1.16 per share.  All stock conversion prices and exercise prices are
subject to adjustment for stock splits, stock dividends or similar events.  We
also agreed to file a registration statement with the U.S. Securities and
Exchange Commission covering the shares issuable upon conversion of the note and
the exercise of the warrant issued to Laurus.  If we do not meet this deadline,
we are required to pay an amount in cash, as liquidated damages, and not as a
penalty, equal to 2.0% or $40,000 for each  thirty day period (prorated for
partial periods) on a daily basis of the original principal amount of the
secured convertible term note.  The liquidated damages will be paid every thirty
days until this registration statement is declared effective by the SEC.

     Laurus has committed to fund to us an additional $1.0 million under the
financing arrangement on substantially similar terms as the initial $2.0 million
funding, which additional $1.0 million will become


                                      F-24
<PAGE>
available to us following our completion and/or achievement of certain
conditions to funding, including, without limitation, certain performance
benchmarks.

NOTE 15 - SUBSEQUENT EVENTS (UNAUDITED)

     On August 19, 2004, the Company entered into an exclusive three-year
agreement with the National Rifle Association of America to deploy and integrate
Book It, Rover!  Under the terms of the agreement, the Company will collect
travel operator commissions and provide a quarterly affinity royalty to the
National Rifle Association of America based on the total amount of travel
volume.  In addition, the Company must pay the National Rifle Association of
America a minimum royalty of $140,000 per year.

     On September 7, 2004, the Company entered into a loan agreement with Eagle
Funding, LLC of Chattanooga, Tennessee.  The terms of the financing are
summarized below.

     The Company delivered to Eagle Funding a promissory note, bearing interest
at 8%, in the amount of $200,000.  In connection with the promissory note, Eagle
Funding received a warrant to purchase up to 400,000 shares of the Company's
common stock at an exercise price of $0.66 per share.  The warrant is
exercisable by Eagle Funding at anytime during the period beginning on September
7, 2004 and expiring on September 7, 2009.  As of the date of this registration
statement, Eagle Funding has not exercised its warrant.

     Under the terms of the promissory note, the Company is obligated to remit
payment of the outstanding principal balance, any accrued unpaid interest and
other amounts due under the promissory note on the date that is the earlier of:
(a) six months from the date of the promissory note; or (b) the date that the
Company receives $1 million pursuant to that certain incremental funding side
letter with Laurus Master Fund, Ltd.  Until the Company pays off the promissory
note, in the event that the Company files a registration statement with the U.S.
Securities and Exchange Commission registering any of its debt or equity
securities in a public offering, it has agreed to include in such registration
statement the shares issuable upon the exercise of the warrant.  The principal
balance of the promissory note bears 8% interest from the date received, which
is scheduled to be paid every 30 days until paid in full.  The interest will be
calculated on the basis of a 360 day year.

     On September 30, 2004, the Company entered into a loan agreement with Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen. The terms of the financing are summarized below.

     The Company delivered to Lee Harrison Corbin, Attorney-in-Fact For the
Trust Under the Will of John Svenningsen, a promissory note, bearing interest at
5%, in the amount of $500,000.  In connection with the promissory note, Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen, received a warrant to purchase up to 1,300,000 shares of the
Company's common stock at an exercise price of $0.66 per share.  The warrant is
exercisable by Lee Harrison Corbin, Attorney-in-Fact For the Trust Under the
Will of John Svenningsen, at anytime during the period beginning on September
30, 2004 and expiring on September 30, 2009.  As of the date of filing this
registration statement, Lee Harrison Corbin, Attorney-in-Fact For the Trust
Under the Will of John Svenningsen, has not exercised its warrant.

     Under the terms of the promissory note, the Company is obligated to remit
payment of the outstanding principal balance, any accrued unpaid interest and
other amounts due under the promissory note by March 31, 2005.  In the event
that, from the period beginning on September 30, 2004 and continuing for a
period of twelve months thereafter, the Company files a registration statement
with the U.S. Securities and Exchange Commission registering any of its debt or
equity securities in a public offering, it has agreed to include in such
registration statement the shares issuable upon the exercise of the warrant.
The principal balance of the promissory note bears 5% interest from the date
received, which is scheduled to be paid every 30 days until paid in full. The
interest will be calculated on the basis of a 365 day year.


                                      F-25
<PAGE>
     On September 30, 2004, the Company entered into a loan agreement with Lee
Harrison Corbin, directly.  The terms of the financing are summarized below.

     The Company delivered to Lee Harrison Corbin a promissory note, bearing
interest at 5%, in the amount of $75,000. In connection with the promissory
note, Lee Harrison Corbin received a warrant to purchase up to 195,000 shares of
the Company's common stock at an exercise price of $0.66 per share.  The warrant
is exercisable by Lee Harrison Corbin at anytime during the period beginning on
September 30, 2004 and expiring on September 30, 2009.  As of the date of filing
this registration statement, Lee Harrison Corbin has not exercised the his
warrant.

     Under the terms of the promissory note, the Company is obligated to remit
payment of the outstanding principal balance, any accrued unpaid interest and
other amounts due under the promissory note by March 31, 2005.  In the event
that, from the period beginning on September 30, 2004 and continuing for a
period of twelve months thereafter, the Company files a registration statement
with the U.S. Securities and Exchange Commission registering any of its debt or
equity securities in a public offering, it has agreed to include in such
registration statement the shares issuable upon the exercise of the warrant.
The principal balance of the promissory note bears 5% interest from the date
received, which is scheduled to be paid every 30 days until paid in full.  Such
interest will be calculated on the basis of a 365 day year.

     Effective October 27, 2004, the Company entered into an Amendment and
Waiver to Securities Purchase Agreement and Related Agreements (Amendment) with
Laurus amending the following agreements previously entered into by the Company
and Laurus on April 27, 2004: (a) the Securities Purchase Agreement; (b) Secured
Convertible Term Note (the "Note"); (c) the Common Stock Purchase Warrant (the
"Warrant"); and (d) the Registration Rights Agreement.

     Pursuant to the Amendment, Laurus also: (a) waived the Company's technical
default of Section 6.12(f) of the Securities Purchase Agreement; and (b) in
satisfaction of due and unpaid fees of approximately $49,000 incurred by the
Company for failing to cause its registration statement registering the shares
underlying the Note and the Warrant to be declared effective by the SEC by
August 30, 2004, the Company issued to Laurus a warrant to purchase 470,000
shares of the common stock of the Company at an exercise price of $0.33 per
share.

     Pursuant to the Amendment, Laurus will not require the Company to make
principal or interest payments under the Note until May 2, 2005.  Thereafter,
the Company will pay Laurus $75,758 per month, together with any accrued and
unpaid interest, until the Maturity Date of the Note.  The Note was further
amended by decreasing the Fixed Conversion Price of the Note from $0.66 per
share to $0.33 per share.

     The Securities Purchase Agreement was amended to permit the Company to
incur unsecured subordinated indebtedness in the aggregate principal amount not
to exceed $1,025,000, so long as such indebtedness is subordinated to the
Company's debt to Laurus. The $775,000 in additional financings, as more fully
described in: (a) the Form 8-K filed with the SEC on September 13, 2004; and (b)
the Form 8-K filed with the SEC on October 4, 2004, is included in this amount.

     The Warrant was amended by decreasing the Exercise Price of the Warrant as
follows: (a) $0.41 for the first 222,222 shares; (b) $0.50 for the next 222,222
shares; and (c) $0.58 for any additional shares acquired under the Warrant.

     The Registration Rights Agreement was amended to lengthen the date that the
Company's registration statement registering the shares underlying the Note and
each of the Warrants must be declared effective by the Securities and Exchange
Commission from August 30, 2004 to December 19, 2004.



                                      F-26
<PAGE>
                                   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: November 5, 2004

By: /s/ Nicholas H. VandenBrekel
---------------------------------------------------
Nicholas H. VandenBrekel, Chairman, President and
Chief Executive Officer


In  accordance  with  the Exchange Act, this report has been signed below by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.

Date: November 5, 2004

By: /s/ Nicholas H. VandenBrekel
---------------------------------------------------
Nicholas H. VandenBrekel, Chairman, President and
Chief Executive Officer

Date: November 5, 2004

By: /s/ Mark L. Mroczkowski
---------------------------------------------------
Mark L. Mroczkowski, Senior Vice President and
Chief Financial Officer


<PAGE>