UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

 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 or other jurisdiction                     (IRS Employer
          of incorporation)                          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>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S>       <C>                                                                              <C>
ITEM 1.   DESCRIPTION OF BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

ITEM 2.   DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

ITEM 3.   LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   11

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . . . . . . . . . . .   12

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
          MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12

ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS. . . . . . . . . . . . . . . . . . . . . .   14

ITEM 7.   FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

ITEM 8A   CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . .   20

ITEM 9    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
          PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT. . . . . . . . . . .   20

ITEM 10.  EXECUTIVE COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   22

ITEM 11   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT AND RELATED STOCKHOLDER MATTERS. . . . . . . . . . . . . . . . . . .   25

ITEM 12   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . . . . . .   26

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . . . . . . . . . . .   27

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES. . . . . . . . . . . . . . . . . . . . .   28

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
          15(D) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS. . . . . . . . . . . . . . .   30
</TABLE>


                                        i
<PAGE>
ITEM 1.   DESCRIPTION OF BUSINESS

GENERAL
-------

We  were  incorporated in California on September 21, 1999 as Wedge Net Experts,
Inc.  On  or  about May 1, 2002, we changed our name to Sequiam Corporation.  We
also  changed  our  symbol  from  "WNXP"  to  "SQUM".

From  inception  of  our business through the date we acquired Smart Biometrics,
Inc., our management was primarily focused on developing a portfolio of Internet
and  print  enterprise-wide  software products. In addition, we developed custom
software,  databases  and  websites  for businesses.  We operated as an Internet
service  provider  ("ISP") and provided Internet access and web site hosting for
our  customers  who require those services.  The business was operated under one
operating  segment through our subsidiaries:  Sequiam Software, Inc. and Sequiam
Communications,  Inc.  Sequiam  Software  tools  consist  primarily  of document
management  and  Internet  Remote  Print  ("IRP") software, more fully described
below.  These  tools  allow  users  to  manipulate  proof,  manage, organize and
publish  and  print  digital  content,  or  scan non-digital content from remote
locations  as  well  as  provide  secure private storage. Sequiam Communications
(formerly  known  as  Brekel Group, Inc.) operated a digital publishing business
that  was  ceased  prior  to  its  acquisition by Sequiam.  However, we acquired
Brekel Group for (a) its expertise in digital on-demand publishing and printing,
(b)  the  innovations  that  it brings to our document management, IRP and print
on-demand  software applications, and (c) its contract and relationship with the
World  Olympian  Association  to exclusively develop, create, host, and maintain
their  official  Internet  site  and  manage  a  database,  provide email and an
electronic  newsletter  for  all  Olympic  athletes.

In  the  fourth  quarter  of  2003,  we  divided  our business into two distinct
operating  segments;  Information  Management  and  Safety  and  Security.  The
Information  Management  segment  is  built  on  our custom software skills, our
contacts  with  the  world  sports  communities  and  interactive  web-based
technologies  obtained  by  the  acquisition  of  WMW  Communications  and  more
recently, Telepartners, Inc. Our Safety and Security segment was formed upon our
acquisition of the assets of a leading biometrics corporation, Smart Biometrics,
Inc  and  expanded  with  our  acquisition  of  Fingerprint  Technologies,  Inc.
("FDTI"). We acquired from Smart Biometrics fingerprint biometric access control
systems  that will be a key feature in our future product offerings. We acquired
from  FDTI  a  fingerprint  detection  system  that  we believe represents a new
advancement  in  that  science.

The  Information  Management  segment  consists  of  our  IRP  suite of software
products  that  includes IRP and IRPlicator, more fully described below.  We are
also  developing  the  following  two  new  software  products  to  sell  in our
Information  Management  segment:  "Book It, Rover!" and the Extended Classroom,
which  are  more  fully  described  below.

In  the  Safety  and  Security  segment we have focused primarily on selling the
BioVault(TM), a secure safe intended for personal firearms that uses fingerprint
recognition  technology  to  open instead of a traditional key. The BioVault(TM)
and  related technology is more fully described below. We have an agreement with
the  National  Rifle  Association  (NRA) to distribute the BioVault(TM). The NRA
acts  only  as a sales agent and will not purchase any of our products directly.
The  NRA  offers  our  BioVault(TM)  in  its  online  store and catalog. The NRA
estimates  that  we  will  be  able  to sell approximately 50,000 units over the
twelve  months  following  the second quarter 2004. We have changed our strategy
relative  to  this  segment.  Instead  of  outsourcing  the manufacturing of the
BioVault(TM)  and  related  products,  and selling and distributing the products
ourselves,  we  plan  to  license  our  technologies  to  other  companies  who
manufacture,  market,  sell  and  distribute.  In March 2004, we reached such an
agreement  with  Sales  and  Marketing  Group,  LLC,  ("SMG").  SMG licensed our
Biometric  technology for its new product, the Q300 a device similar in function
to  the  BioVault(TM).  We  are also in discussions with other companies for the
license  of the BioVault(TM) and other applications of our biometrics devices as
well  as  the  BritePrint(TM)  fingerprint  detection  device.

DEVELOPMENT OF THE BUSINESS
---------------------------

Three  principal shareholders, Nicholas VandenBrekel, Mark Mroczkowski and James
Rooney,  formed  Sequiam  Software, Inc. (formerly Sequiam, Inc.) on January 23,
2001,  to  research,  develop, produce and market a document management software
product.  From  its inception until April 1, 2002, Sequiam Software, Inc.'s sole
business  activity  was  the  development  of its software product, Sequiam DMS.


                                        1
<PAGE>
ACQUISITION OF BREKEL GROUP, INC.

In 2002, we acquired 99.38% of the issued and outstanding common stock of Brekel
Group,  Inc.  ("Brekel").  Sequiam Software, Inc. and Brekel were entities under
common  control.

We  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.  We 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 (see "
Sequiam  Communications, Inc." below). On November 14, 2002, we changed Brekel's
name  to  Sequiam  Communications,  Inc. to better represent its role within our
company.

ACQUISITION OF THE ASSETS OF W.M.W. COMMUNICATIONS, INC.

Effective  November  1,  2002,  we  acquired  all  of  the  assets  of  W.M.W.
Communication,  Inc.,  doing  business as Access Orlando.  We have accounted for
this  as  an acquisition of the business of W.M.W. Communications, Inc. ("WMW").
The  major  assets of WMW were 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.
IRP  is  highly  complementary to Sequiam's Document Management Software, and we
have  integrated  the  two  products.  Like Sequiam, WMW was engaged in software
development, website development, Internet hosting and collocation services, and
is  also an Internet service provider ("ISP").  Through our Internet hosting and
collocation  services,  we  host  third-party  web  content on either our server
located at our remote network operations center ("NOC"), or on the third party's
server  that  is  located  at  our  NOC.

ACQUISITION OF THE ASSETS OF SMART BIOMETRICS, INC.

On May 9, 2003, we acquired substantially all of the assets of Smart Biometrics,
Inc.  of  Sanford, Florida.  We have accounted for this as an acquisition of the
business  of  Smart  Biometrics, Inc.   Smart Biometrics, Inc. is engaged in the
development  of biometric technologies.  The BioVault(TM) technology, which is a
secure safe that utilizes patent pending technology and protocols to recognize a
person's  fingerprint  to  unlock, was the major asset of Smart Biometrics, Inc.

ACQUISITION OF THE ASSETS OF TELEPARTNERS, INC.

On  June  1,  2003, we acquired substantially all of the assets of Telepartners,
Inc.  of West Palm Beach, Florida.  We have accounted for this as an acquisition
of  the  business  of  Telepartners,  Inc.  Telepartners, Inc. is engaged in the
development  of supplemental educational products for schoolchildren in grades 1
through  12.  The  major asset acquired from Telepartners, Inc. was 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 has been
produced  in  high  quality  and  digitally  mastered, allowing for Internet and
television  broadcast  distribution  as  well  as  being offered in CD and video
formats.

ACQUISITION OF FINGERPRINT DETECTION TECHNOLOGIES, INC.

On  September 11, 2003, we acquired 100% of the issued and outstanding shares of
common  stock  of  Fingerprint  Detection  Technologies, Inc. ("FDTI") a Florida
corporation.  FDTI  has acquired the rights to develop and market a patented and
proprietary  technology  for  fingerprint analysis using an LED intense headband
light source.  FDTI had no operating history and had not generated any revenues,
so  we  accounted  for  the  acquisition  as  a  purchase  of  its  assets.

PRODUCTS
--------

INFORMATION MANAGEMENT SEGMENT

Sequiam  Software,  Inc.
------------------------

Sequiam Software, Inc. ("Software") is focused on the following products:


                                        2
<PAGE>
     Sequiam  IRP
     ------------

The  Internet  Remote  Print  (IRP)  software  enables  users  to  print or copy
documents  from  their computer or scanner to printers at remote sites using the
Internet  with  a  simple  "point  and click" procedure.  The software is highly
complex in its construction but very simple to use. Computer users are generally
able to point and click to print a document to their desktop or network printer.
IRP allows computer users to point and click to print a document to a printer at
a  remote  location  such as a corporate high-speed print facility, a commercial
printer,  at another office, a hotel, a convention center, or anywhere else with
a  printer.  Large organizations can realize significant savings by using IRP to
move  print  tasks away from high unit cost inkjet and LaserJet desktop printers
to  centralized  high  volume low cost print devices or even to commercial print
shops.

IRP  allows the user to manage incoming print jobs and provides for easy account
reporting.  Since  the  IRP  driver  is Windows compatible, it works with any MS
Office  or  other  Windows  program  just  like  any  other printer on a Windows
95/98/NT/2000/XP  computer.

Internet  Remote  Print's  documents  use standard PostScript.  This enables any
document  submitted  to  the server to be sent to any compatible print or output
device.  Documents may be sorted and grouped by features in the Java based Print
Manager  to  allow  maximum  efficiency  when  printing.  Raw  print data may be
extracted  from  a  printed  document  for  import  into  existing applications.

     Sequiam  IRPlicator
     -------------------

Internet  Remote  Print  Duplicator  ("IRPlicator") is a software system used to
scan  documents  from  a  variety  of  scanning  devices and to send the scanned
documents  to  the  IRP  Document  Manager.  The IRPlicator software runs on any
Windows  95,  98,  NT,  2000  or  XP based PC computer.  The IRPlicator software
interfaces  to  the  scanning  device  through  the  commonly used Twain or ISIS
software  interface.  The IRPlicator software may use the scanning device's User
Interface  (UI)  or  in  most  cases will allow operation of the scanning device
without  the  use  of  the  UI.  The IRPlicator software's output is the scanned
image  data  in compatible Level 2 Postscript.  The data is a black and white or
gray  scale  image  compressed and encoded into the postscript data.  The output
postscript  contains  no other formatting commands other than the data itself to
allow  for  commands  to be sent to the output device independent of, and not in
conflict  with,  the  postscript  data.

There  are currently 2 versions of the IRPlicator. IRPlicator Print Shop Version
uses  a  custom  print spooler to send document data to the IRP Document Manager
simultaneously  while  other  documents  are  continuously  being  scanned. This
high-volume  approach  is  designed for the busy print shop. The IRP Remote Copy
software  is usually located at a remote location along with the remote scanning
device(s).  Documents  scanned  using  this  version  of  IRPlicator  are  sent
immediately after scanning from the remote location to the IRP Document Manager.

There  are presently four users of the IRP and IRPlicator software products, and
they  include  two  large  state  universities in Florida and Louisiana, and two
large  school  districts  in Florida.  We have recognized no revenues from those
sales,  as they were all made prior to our acquisition of the software.  In each
of  these  cases, the software was deployed together with a dedicated server and
backup  systems  for  the  installation.  Since  acquisition, we have focused on
making  improvements to the product and creating another version of the software
that  is  deployed  entirely  through  the Internet.  It is designed for smaller
users  who  do  not  have  sufficient  volume  to  require  on  site  servers.

To  date, users of the system have realized dramatic print cost savings.  In the
example  of  the school districts, 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 such that they were again required
to use the IRP software to outsource the overflow to a commercial print company.

Each  of  the  four  installations  was  sold at an average price of $40,000 per
system  with  annual  support  provided  at $5,000 per year.  We began receiving
annual  support  revenue  from these prior installations in the first quarter of
2003.  Pricing  for  the  Internet  product  will  be  based upon usage charges.
Targeted  customers  are  large  organizations


                                        3
<PAGE>
with  in-house  print facilities and commercial digital printers who wish to use
the  technology  to  drive  more  customer  business  to  their  facility.

Since the acquisition of WMW Communications, we have focused on refining the IRP
and  IRPlicator  software products including the development of an Internet only
enabled  version  that does not require an on-site server installation.  We have
also  focused  on integrating Sequiam DMS into the IRP products by incorporating
both  software programs into one product working together.  We have done this by
integrating the document management aspects of Sequiam DMS into the unique print
capabilities  of  our  IRP  products.  Additionally,  we  have  allowed  Danka
Corporation  to  extensively  test  the  product and we have expended additional
effort  to  incorporate  certain changes suggested by them.  We are now actively
marketing  the  product  to  potential  value added resellers using our existing
resources.  We  will  expand  our sales and marketing efforts using the proceeds
from  sources  of  equity  capital  we are currently seeking. In the event we do
receive  new  equity  funds,  we  will  curtail  other  efforts and allocate our
existing resources to the sales and marketing of IRP products.

     Book  It,  ROVER!
     -----------------

Book  It,  ROVER!  is  a web-based application service that provides destination
promotion  agencies  (e.g.  chambers  of  commerce  and  convention  and visitor
bureaus) with a tool that is capable of creating revenue from their existing web
site.  Convention  and  visitor  bureaus,  tourist  development boards and other
destination promotion entities are discovering the opportunity and advantages of
providing  a  full  booking  service  to  visitors  exploring  their  websites.

Many  agencies  currently  offer  hotel  bookings  on  their  website  through
consolidators or resellers. Book it, ROVER! is a departure from this model which
puts  control  of  inventory  and  pricing structures back into the hands of the
hotelier.  Book it, ROVER! allows travelers to purchase attraction tickets, make
reservations  for  activities  and restaurants, make transportation arrangements
and fully plan an itinerary for the visitors' stay. Book it, Rover! provides the
flexibility to target specific information and resources to leisure travelers to
and  business/convention  travelers  and planners. It will allow the destination
promotion  agency  to  market  its'  members  goods and services directly to the
desired  audience,  based  on  current  objectives  and  initiatives.

Book It, ROVER! brings hotels, motels, restaurants, attractions, activities, air
lines  and  rental  car  companies  within  an  area together with the marketing
programs  of  the  area  promotional  agency  and  allows visitors to book their
reservations and plan their total visitation experience without ever leaving the
organization's  website.

Book  It,  ROVER! allows organizations to turn their "billboard" website into an
open  ticket  window, offering a revenue source not available in the past, while
providing  members  a  tool to increase sales without giving up control of their
inventory  or  diluting  their  price structure. Book it, Rover! allows one-stop
shopping  and  immediate buying opportunities for interested visitors right from
the  existing  website.

     Access  Orlando
     ---------------

We provide Internet access and web hosting services to more than 90 customers in
the  Central  Florida  area using the Access Orlando trade name at "www.ao.net".

     Sequiam  Software
     -----------------

We  also  provide  high-end  web  development  and  custom software and database
development  to  medium-sized  businesses,  local  governments  and  non-profit
organizations  under  the  Sequiam  Software  brand name.  Currently, our custom
software  is  focused  on  information  management.

Sequiam  Communications,  Inc.
------------------------------

Sequiam  Communications,  Inc.  ("Communications"),  d/b/a  Sequiam  Sports, and
formerly  known  as  Brekel  Group,  Inc.,  is  focused  on  the  following  web
development  products  and  services:

     Internet  and  Extranet  for  WOA
     ---------------------------------


                                        4
<PAGE>
One  service we provide is the development of the Internet site and Extranet for
the  World  Olympian  Association  (WOA)  under its Sequiam Sports brand name in
connection  with  a  contract  entered into on December 5, 2001.  IOC President,
Juan  Antonio  Samaranch,  created the World Olympians Association following the
Centennial  Olympic Congress, Congress of Unity, held in Paris in 1994. It is an
independent, global organization representing all Olympians. The WOA was founded
to  involve  the  nearly 100,000 Olympians around the world in the activities of
the  Olympic Movement. The WOA is the Fourth Pillar of the Olympic Community and
is  supported  by  the  IOC  Athletes'  Advisory  Commission.

The scope of Extranet is intended to encompass the full digital media program of
the  WOA,  including  the  delivery  of  editorial  content,  on-line membership
services,  support  of  WOA sponsor/partner programs and electronic commerce. In
connection  with  that  contract,  Sequiam  Sports is currently implementing the
worldwide  database  for  the  Official  Website  of  the  Community  of Olympic
Athletes.  Under  the  terms  of  Communication's contract with the WOA, Sequiam
Sports  is developing the Extranet at its own cost and expense, and will receive
35%  of  all  sponsorship revenues in addition to 35% of any merchandizing sales
prices  less  fixed costs. The WOA, in turn, has committed to provide support in
integrating  Sequiam  Sports'  relationship within the Olympic family, including
the  International  Olympic Committee (IOC), various national Olympic committees
(NOCs),  official  sponsors  of the Olympic Games, the IOC and the NOCs, and the
WOA  membership.  As  those  relationships  develop,  we  expect  to invest more
resources  into  the  development  of Internet solutions for these entities.  We
expect  to  earn a 35% share of the merchandising and sponsorship income derived
from  the  website.  The responsibility for revenue is with the WOA because they
must provide the products to be sold on the website and follow-up on sponsorship
opportunities.  The  WOA  has  not  been  effective at revenue generation and to
date,  we  have  not  generated any revenue.  Regardless, we continue to provide
website  development,  email,  hosting  services  and  an  electronic newsletter
"Olympian  Insight"  to the WOA because we believe that our association with the
Olympics  will  be  beneficial  to future business and because we believe in the
Olympic  ideals.  In  addition, Internet services to publishers and printers are
an  integral  part  of  our  information management business, and we believe our
relationship  with  the  WOA  will  generate  new business for us.  We expect to
continue to incur expenses related to the development and ongoing maintenance of
Extranet  through  the  duration  of  the  contract.

As  an  extension  of  the  WOA  Extranet project, we formed a limited liability
company  with  Pachyderm  Press  ("Pachyderm"),  the  Publisher  of  the  "World
Olympian"  magazine,  in  January  2003.  The  name  of  the company is Olympian
Publications,  LLC.  Beginning  in February 2003, Olympian Publications, LLC was
named  publisher  of  the  magazine.  Effective April 8, 2003, we terminated our
agreement with Pachyderm and dissolved Olympian Publications, LLC when Pachyderm
failed  to perform under the agreement, and the magazine ceased publication.  No
transactions  were  ever  conducted  in  Olympian  Publications,  LLC.

Sequiam  Education,  Inc.
-------------------------

     Extended  Classroom
     -------------------

Sequiam  Education,  Inc.  is  focused  on the Extended Classroom.  The Extended
Classroom  is  a  series of 300 Internet based educational supplement videos for
grades  1-12  students  and  their  parents.  Written and delivered by full-time
teachers,  these  Lesson Concept Summaries (LCSs) cover the language arts, math,
science  and  social  studies, and are designed to meet curriculum standards and
correspond  to  homework assignments.  The videos average two minutes in length,
and  include  test  preparation tools and quizzes that help parents and teachers
assess  students'  progress  and achievement levels.  These results are accessed
via  a  unique  data retrieval system.  The LCSs are delivered via the Internet,
and are available in CD form for homes without broadband access.  The videos are
digitally  mastered  and  also  available  for  television  broadcast.

SAFETY  AND  SECURITY  SEGMENT

Sequiam  Biometrics,  Inc.
--------------------------

Sequiam Biometrics, Inc. is focused on the BioVault(TM) and the Q300.

     BioVault(TM)
     ------------

We  market  a  personal  safe  called  BioVault(TM)  that  uses  patent-pending
fingerprint  recognition  technology  as  the  sole means to control access, and
requires  no keys, card or combination. It


                                        5
<PAGE>
is  constructed of heavy-duty 12-guage steel. The safe can be plugged into house
AC  current  or  run independently on three D-cell batteries for up to one year,
and  is  the  only  such  safe  with no manual override system. It uses the same
non-volatile  memory  as cell phones, and retains fingerprint information in the
absence  of  any power source, but it signals the user when power is low, like a
smoke  detector.

The  BioVault(TM)  measures  12.5  inches wide, by 17 inches long, by 3.5 inches
deep,  and  provides room for two handguns plus ammunition, or valuables such as
jewelry,  stock  certificates  and  other  documents.  The  processor is easy to
program  and  stores  up to 15 authorized fingerprints. Management believes that
handgun  owners  are  the  largest  market  for  this product, and the Company's
marketing  campaign  employs  a video with a TV personality and a police academy
instructor.  Sequiam  has  also  entered a licensing agreement with the National
Rifle  Administration (NRA) for the sale of the BioVault(TM) through the NRA web
site.

     Q300
     ----

In  the first quarter of 2004, we licensed our biometric technology to Sales and
Marketing  Group,  LLC ("SMG"). SMG has used that technology to design a product
similar in use to the BioVault but different in design and target market.

Fingerprint  Detection  Technologies,  Inc.
-------------------------------------------

     BrightPrint(TM)
     ---------------

Fingerprint  Detection  Technologies,  Inc.  is  focused  on our BrightPrint(TM)
technology.  The  patent  pending,  BrightPrint(TM)  technology  is an LED-based
headband  mounted,  light  source  developed  to enhance the detection of dusted
latent  fingerprints.  The  BrightPrint(TM)  system  offers  the  potential of a
low-cost,  hands-free  device to be used during the investigative process by law
enforcement.  It  provides  an  efficient  method  for  illuminating  dusted
fingerprints.  This  technology,  when used in conjunction with traditional dust
detection  methods,  reveals  otherwise  invisible fingerprints, footprints, and
other  latent  markings  at  crime  scenes  and  may  save  valuable time in the
investigative  process.

Using  an array of light emitting diodes (LEDs), the BritePrint(TM) device emits
wavelength-specific  light of sufficient intensity to cause areas brushed with a
dye  to  visibly fluoresce. Wearing light-filtering goggles to make the markings
easily  detectable  to the human eye (orange goggles in the case where rhodamine
6G  dye is used), an analyst can quickly proceed with the on-site identification
and analysis of the markings. Use of video cameras with specially colored lenses
or  other  optical  scanning  devices  provides  additional  possibilities  for
recording  critical  crime  scene  evidence.

We  acquired the BrightPrint(TM) technology from the Westinghouse Savannah River
Company  ("SRC")  under  the  terms  of  a  license  agreement. The Westinghouse
Savannah  River  Company  and  Technology  Center is recognized as a world-class
center  of  excellence  for  the  development  and  application  of  unique  and
innovative  science  and  technology  solutions.  The  Savannah River Technology
Center is the applied research and development laboratory for the Savannah River
Site  for  the  U.S. Department of Energy. The SRC inventor of the technology is
Eliel  Villa-Aleman.

More  information  about  our  products  and  services, as well as copies of our
reports  filed with the Securities and Exchange Commission, may be obtained from
our  web  site  located  at  www.sequiam.com.

MARKET FOR OUR PRODUCTS AND SERVICES
------------------------------------

We  have  had no significant sales from our primary products during 2003 as much
of  the  year  was  spent  acquiring, redeveloping and readying our products for
sale.  Sales  and marketing efforts began in the fourth quarter 2003.  Sales for
most  of  2003 were derived from secondary services such as our Internet Service
Provider, web development and custom software development.  We did sell one-time
web  development  and  custom software development services to various customers
during 2003, for total sales of $338,549.  During the fourth quarter 2003 we had
sales  of the BioVault of $47,621 primarily as a result of the marketing efforts
of  the  National  Rifle


                                        6
<PAGE>
Association  ("NRA"). These sales totals were far less than expected in spite of
very  favorable  feedback  from  the NRA email campaigns conducted in the fourth
quarter  of  2003.  We found that the price of the BioVault was an impediment to
sales.  As  a  result  we have changed our strategy twofold; we developed a less
expensive  version of the BioVault and in the first quarter 2004 we licensed the
redesigned  product  as  the  Q300 to Sales and Marketing Group, LLC, ("SMG") an
experienced consumer products company. We licensed that product for a $2 million
license  fee payable in installments through December 31, 2004, an eight percent
equity  stake  in  SMG and a $20 per unit royalty; we redesigned and reduced the
cost  of  the  original  BioVault and we are currently in discussions to license
that  product  to  another  consumer  products  marketing  company.

We  had  no  sales  from  Internet  Remote Print ("IRP") from the redesigned ASP
version  available over the Internet on a transaction fee basis.  However in the
first quarter 2004, we entered into a pilot program with AlphaGraphics, Inc., an
international  chain of 320 franchised print shops. We also entered into a trial
program  with  Lee  County  Florida School Board and Santa Fe Community College.

We  have no historical financial or market information regarding potential sales
for  the  assets  acquired  from  Smart  Biometrics, Inc. and Telepartners, Inc.
because  both companies were development stage companies and neither company had
any  operating  revenue. Furthermore, we only began to receive operating revenue
from  our  IRP  software products in the second quarter of 2004. Our estimate of
the market for our products and services is based primarily upon market research
done  by  us,  market  estimates  of  the  software product given to us by Danka
Corporation,  and  market estimates for the sale of the BioVault(TM) given to us
by  the  National  Rifle  Association.

Our  management  believes that the market for our Internet Remote Print products
and  services  includes small, medium and large corporations across all industry
segments,  non-profit  and  governmental  entities.  Regardless  of  size,  all
organizations  are  concerned  with  improving  performance in the management of
their  documents.

We are targeting our sales primarily to leading suppliers in aerospace, banking,
financial  services,  healthcare, hospitality, insurance, manufacturing, mining,
education,  the  public  sector,  telecommunications,  and  transportation.

DISTRIBUTION OF OUR PRODUCTS AND SERVICES
-----------------------------------------

Sequiam  products  and  services  are  just now coming to market after a lengthy
development  period  and, to date, have been sold direct from Sequiam and, prior
to  its  acquisition,  WMW.  We  intend  to sell our IRP and IRPlicator products
through  "Value  Added  Resellers,"  distributors  and  marketing  alliances and
through  our  own  direct  sales  efforts.

Value  Added  Resellers (VARs) - Our VARs are and will be software companies and
------------------------------
print  equipment  manufacturers and distributors with industry applications that
sell  our  software  products in conjunction with their own products.  Some VARs
will  private-label  Sequiam products.  VII, Inc., a government contractor, is a
current  VAR,  offering  Sequiam  products  to  a  variety of Federal government
agencies and other government contractors.   Under the typical agreement between
a  VAR  and  Sequiam,  we  expect to grant to the VAR a non-exclusive license to
resell  the software products specified in the agreement, and the VAR will grant
sublicenses  for  the  use  of such software to users of the VAR's applications.
The license fees a VAR pays to us are discounted from the license fee charged by
the  VAR  for  the  use  of  our  software.

Distributors  -  Sequiam  distributors  are  and  will  be  companies  that sell
------------
technology  into  geographic  regions  where  Sequiam  has no physical presence.
Currently,  we  have  one  distributor  in  India; E-soft sells in India and the
Middle  East.  We  intend  to grant to distributors the non-exclusive license to
sell  the  software  products  specified  in  the distributor agreement, and the
distributor  will  grant  sublicenses  for the use of such software.  The fees a
distributor  will  pay  will be discounted from our standard license fee for the
use  of  our  software.  To  date,  no  revenues  have  been  received  from the
distributor  in  India.

Alliance Partners - Sequiam's "Alliance Partners" will be companies that provide
-----------------
both  technology  and  management  consulting  and  implementation services, but
typically  will  not  actually  sell  software.  Alliance Partners who recommend
Sequiam  products  as  a  service  to  their clients, should often provide great
influence  on  sales.  Alliance  Partners  will  not  maintain  a  financial
relationship  with  Sequiam  because  they will not receive fees in exchange for
their  recommendations.  The  Partners  will  benefit  from such recommendations
because  Sequiam  will,  if  the  occasion


                                        7
<PAGE>
arises,  refer  management  consulting  services  to  them. Danka Corporation is
currently  recommending  Sequiam  IRP and IRPlicator to a variety of industries,
primarily  healthcare,  and education including two educational institutions who
have  agreed  to  use  IRP  beginning  in  the  second  quarter  2004.

Sequiam Associate Partners - We will contract with individuals and organizations
--------------------------
that  act as independent contractors working in a self-determined territory on a
commission-only  basis.  Targeted  candidates  will  bring  with  them  a strong
background in Sequiam's key markets. Based on their background, these candidates
can  leverage  prior  market experience and business relationships, which should
allow  them  to  identify,  qualify  and  penetrate key accounts for the sale of
Sequiam's  solutions.  The Roosevelt Group, Inc. is an associate partner at this
time.

We  plan  to  license  our  educational  and  biometrics  technologies  to other
companies  who  have greater selling resources and experience in the marketplace
as  we  did  with  the  Q300 biometric safe.  We are in discussions with various
companies  who  are  interested  in licensing the Extended Classroom educational
product,  the  original  BioVault,  BritePrint  and  other  adaptations  of  our
biometrics  technologies.

 We  launched  our web site  (www.sequiam.com) in 2001 to provide customer leads
and  to  promote  our  products and services over the Internet.  Our web site is
also  used  to  provide  current  customers with information on new products and
services,  product training dates and company-sponsored seminars.  Historically,
approximately  100%  of  our  annual  revenues have been received through direct
sales  efforts.  We  plan  to  expand  those  efforts through other distribution
channels  in  2004.  We currently provide our annual report and our periodic SEC
filings  on  our  web  site.

COMPETITION
-----------

     Sequiam  IRP  and  IRPlicator

We  are  unaware  of  competitors  whose  products  perform all of the functions
performed  by  Sequiam's  software  products.  We  compete  in  the  market  for
integrated  document  management  and  Internet remote print software with other
software companies whose products are used to image, print and manage documents.
Our  management  believes that our products are competitive due to features such
as  ease of deployment, low overhead and administration, ease of use, integrated
application  suite,  and  appeal  to  broad  user  requirements.

     Book  It,  ROVER!

We are aware of only one company, TravelHero, which directly competes with us in
offering  reservation  systems  directly  to  Convention  and  Visitors  Bureaus
("CVBs").  The  competing  product only provides for hotel reservations and does
not  include  restaurants,  attractions,  events,  sports  facilities  and
entertainment, as does Book It, ROVER! Additionally, Book It, ROVER! has a built
in  web wizard developer and Sequiam provided hosting for those business members
of  the  CVB  wishing  to  participate in the system but who are not yet online.
Established  in  1995,  TravelHero  is a content and technology provider for the
travel  industry,  offering  turnkey  reservation  solutions  for  destination
marketing  organizations. TravelHero claims to be the online reservation partner
for  www.NASCAR.com,  as  well  as  over 85 official visitor bureaus and lodging
associations.  Sequiam  is  presently  responding to requests for proposals from
three  CVBs  for  the  implementation  of  Book  It,  ROVER!

     Access  Orlando

Our  competition with web site development and web site hosting business is from
a  variety  of  small  to medium-sized industry specialists and generalists. Our
managed  hosting  services  involve hosting website either on our server or on a
customer's server stored at our office. Competitors in Orlando are largely small
to  mid-sized  (6  to  20  staff)  companies  including;  Sales  &  Marketing
Technologies,  Xenedev  Development  Services,  Web-Solvers,  Digital  Planet,
Bridgemore  Technologies  and  Atlantic.net.  Additionally,  dozens  of
cottage-industry  development  companies  consume a small amount of the market's
development  and hosting demand. We do not plan to grow this product offering as
we do not consider it part of our core business. We use these revenues to offset
our  own  web hosting and Internet access costs for internal use, and in support
of  IRP,  IRPlicator  and  Book  It,  ROVER!

     Sequiam  Software

Our  competition  with custom software development business is from a variety of
small,  medium-sized  and large competitors.  We do not actively compete in this
market but rather provide custom software applications to our


                                        8
<PAGE>
existing  customers  as  an accommodation when it benefits our relationship with
them  or  otherwise  presents  an  opportunity  to develop new applications with
greater  market  potential.

     Extended  Classroom

Numerous  companies  compete  in  this market. The top four successful companies
with  similar goals and markets are Riverdeep; Brainpop; Testbuddy; and Esylvan.
Their  programs are content rich, very well researched and designed with maximum
student  interaction  in mind. The Brainpop model seems to be the most effective
and possibly the most successful with a low-priced model of only $34.95 per year
for a family and less than $200 per year for a school. They appear to have found
entry  into  15%  of  America's  schools  and usage by approximately two million
children.  We do not plan to compete in the open market with these firms but are
searching  instead for a strategic partner who can deploy our product as part of
a  broader  program.

     World  Olympian  Association

A  competing  web-development  company based in Europe has posted an alternative
web  site  for  the World Olympians Association ("WOA"), claiming such right was
granted  to it by the WOA.  We are seeking to resolve this conflict with the WOA
without  resorting  to litigation and believe that the issue will be resolved in
2004  due  to  changes  within  the  WOA  and  with  the  competitor.

     BioVault(TM)

The single competitor for the BioVault(TM) is 9g Products' flagship product, the
INPRINT(TM).  Using  fingerprint  technology,  the  INPRINT(TM)  securely stores
jewelry,  handguns,  valuables,  important  documents, medications, and personal
information  and  is  similar  in  purpose  and  operation  to the BioVault(TM).
INPRINT(TM)  is less expensive than the BioVault(TM) and, in our opinion is also
less well constructed and a less substantial product in general. The INPRINT(TM)
is  constructed  of aluminum, uses weaker hinges and locking mechanisms than the
all steel construction of the BioVault(TM). 9g Products Inc. was founded in 2002
and  its  only  product  is  the  INPRINT(TM).

     BritePrint(TM)

SceneScope,  first marketed by SPEX in 1997, has been sold to dozens of U.S. law
enforcement  agencies at all levels. It has been sold worldwide to most national
police  agencies.  The SceneScope Imager uses intensified UV reflectance instead
of fluorescence as in Forensic Light Sources. The System can detect fingerprints
on  most  non-porous  surfaces  prior  to any treatment or after a cyanoacrylate
(Superglue)  fuming.  Fuming  is required when preliminary examination yields no
results.

Our  patent pending, BritePrint(TM) technology is an LED-based headband mounted,
light  source  developed to enhance the detection of dusted latent fingerprints.
The  BritePrint(TM) system offers the potential of a low-cost, hands-free device
to  be  used  during  the  investigative  process. This technology, when used in
conjunction with traditional dust detection methods, reveals otherwise invisible
fingerprints, footprints, and other latent markings at crime scenes and may save
valuable  time in the investigative process and is less expensive than competing
methods.
Advantages  of  the  BritePrint(TM)  technology  over  competing  methods are as
follows:

     -    Enables  advanced  real-time  field  detection  and  analysis
     -    LED  technology  for  brighter  illumination
     -    Cost  effective
     -    Self-powered  and  easily  portable
     -    Hands-free  operation

OUR CUSTOMERS
-------------

The  following  four  institutional  customers  have  licensed  Sequiam Software
products:  Louisiana  State University, Florida State University, Volusia County
Schools  and  Seminole County Schools.  Our custom software clients are National
In-Store  and IBM (in association with KnowledgeMax). Our custom web development
customers  are  the  World Olympian Association and the Daytona Beach Convention
and  Visitors  Bureau.  We  provide  Internet  access


                                        9
<PAGE>
and  web  hosting  services for over 700 customers.  In the past, several of our
customers  have  ordered  additional  software  and services, occurring within a
non-predictable  time frame, that is, from a few months of the original order up
to  a  year or more after that order.  The additional orders typically have been
either  custom  programming  projects  or  the purchase of new products as these
become  available.  No  single  customer  accounted  for  more  than  10% of our
revenues  during  2003.

INTELLECTUAL PROPERTY
---------------------

We  have  patents  pending for "BioVault", "BioVault Lock" and "BritePrint".  We
have  not  sought  patent protection for any of our software products due to the
length  of  the  patent  application  procedure and the necessity to continually
develop  and  improve  our  software  products.  We feel the risk of loss due to
piracy  is somewhat mitigated because our software is only offered as an ASP via
the  Internet.  We  plan  to  make  patent  applications in 2004 for some of the
software. We will register as prior art in the Software Patent Institute ("SPI")
database any of our methods whose patentability time bar has expired, to prevent
anyone  else  from  patenting  those  methods.

We  have  registered  "Sequiam",  "IRP",  "Book it, ROVER!", "Smart Biometrics",
"BioVault"  and  "QuestPrint" (as trademarks) with the U.S. Patent and Trademark
Office.

Contracts  under  which  we  license the use and/or sale of our products include
confidentiality  clauses  to  protect  as  trade  secrets  our  products and any
information  in  connection  with  them.

Despite  these precautions, it may be possible for unauthorized third parties to
copy  certain  portions of our products or to obtain and use information that we
regard  as proprietary.  There can be no assurance that our efforts will provide
meaningful  protection  for  our  proprietary  technology  against  others  who
independently  develop  or otherwise acquire substantially equivalent techniques
or  gain  access  to,  misappropriate,  or  disclose our proprietary technology.

DEVELOPMENT ACTIVITIES
----------------------

     Software
     --------

In  2001,  we  incurred  a  total  amount  of  $80,234  on  software development
activities,  and in 2002 and 2003, a total of $339,705 and $4,206, respectively.
None of these costs were borne directly by any customer. With respect to IRP, we
do  not  expect  to  continue  to  maintain  our  prior  level  of investment in
developmental  activities  consistent with the fiscal year 2002 or 2003 expense,
as  the  product  is  complete  and  marketable.

     Biometric
     ---------

We  acquired  both  the "BioVault" and "BritePrint" technology.  Accordingly, we
had  no  significant  development costs associate with these products other than
normal  adaptations  for  alternate  uses  of  the biometrics.  We do not expect
research and development costs to be significant during 2004 and the foreseeable
future.  We  are  more  focused  on  licensing  our  products  to  companies who
manufacture  and  sell  products  that  will  employ  our  technologies.

OUR EMPLOYEES
-------------

As of December 31, 2003, we employed 17 people.  Three of these employees worked
in sales and marketing; five provided professional services such as training and
general  product assistance; four worked in product development and support; and
five  provided  general  administrative  services.  All  employees  are  working
full-time.  No  employees  are represented by a labor union, and we consider our
relations  with  employees  to  be  good.

DEPENDENCE ON KEY MANAGEMENT PERSONNEL
--------------------------------------

We  believe  that our continued success depends to a significant extent upon the
efforts  and  abilities  of  its  senior management.  In particular, the loss of
Nicholas  VandenBrekel,  our  President  and  Chief  Executive  Officer,  Mark
Mroczkowski,  our  Senior  Vice  President  and Chief Financial Officer, or Alan
McGinn,  the  Chief  Technology


                                       10
<PAGE>
Officer  of  Sequiam Software, Inc., could have a material adverse effect on our
business.  We  have  employment contracts with each of these officers, which are
more fully described in our amended registration statement on Form SB-2 filed on
June  23,  2003  on  pages  23  and  24,  which  is  hereby incorporated herein.


ITEM 2.        DESCRIPTION OF PROPERTY

Our  corporate  headquarters  are  located at 300 Sunport Lane, Orlando, Florida
32809.   On  July  1,  2001, the Brekel Group, Inc., prior to its acquisition by
Sequiam, entered into a lease agreement to rent approximately 60,000 square feet
of  combined  office  and  manufacturing space through June 30, 2011.  Effective
July  1,  2002,  Sequiam  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  lease  agreement,  we make 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 lease forbearance agreement, we
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.  Payments on the note
commence July 1, 2004, through June 1, 2010, with interest at 6%.


ITEM 3.        LEGAL PROCEEDINGS

We  are  involved  in  various claims and legal actions incidental to the normal
conduct  of  our 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.  The  case  was  dismissed  with  prejudice  on  January  30,  2004.

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
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 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. The Company disputes these claims and believes
them to be without merit. Xerox has taken no action since its September 3, 2002,
demand  letter.

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.  We  do  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.


                                       11
<PAGE>
ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No  matters  were  submitted  to  a  vote  of security holders during the fourth
quarter  of  fiscal  year 2003 through the solicitation of proxies or otherwise.

ITEM 5.        MARKET  FOR  REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
               MATTERS

(a)  On  September  11,  2001, our Form SB-2 became effective, and our stock has
been  quoted  on  the NASD OTC Bulletin Board since February 8, 2002. Our common
stock  is currently traded under the symbol SQUM. The table below sets forth the
OTC  market  quotations,  which  reflect  inter-dealer  prices,  retail mark-up,
markdown  or  commission  and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                       Market Prices
                --------------------------
Quarter             2002          2003
-------         ------------  ------------
                High    Low   High    Low
                -----  -----  -----  -----
<S>             <C>    <C>    <C>    <C>
First quarter   $3.70  $2.00  $1.53  $0.36
Second quarter   3.25   0.66   1.24   0.42
Third quarter    2.01   0.85   0.95   0.32
Fourth quarter   1.87   0.90   0.51   0.15
</TABLE>

As  a  result  of current trading prices, our common stock may be subject to the
penny stock rules under the Securities Exchange Act of 1934. Unless an exemption
from  those  rules  is  available,  broker-dealers making a market in the common
stock  will  be  required  to provide disclosure to their customers on the risks
associated  with  the common stock, its investment suitability for the customer,
information on bid and ask prices for the common stock and information about any
compensation  the  broker-dealer  will  receive  for a transaction in the common
stock.  The  application  of  these  rules  will  likely  reduce  market-making
activities  in  the  common  stock  by  impairing  its  liquidity.

(b)  As of March 30, 2004, there were 290 holders of record of our common stock.
That  does  not account for the number of beneficial holders whose stock is held
in  the  name  of  broker-dealers  or  banks.

(c) We have not paid and, in the foreseeable future, we do not intend to pay any
dividends.  There are no restrictions that limit the ability to pay dividends on
common  equity  and  none  that  are  likely  to  do  so  in  the  future.

(d)  For  information  regarding our existing securities authorized for issuance
under  equity compensation plans, please see Item 11 below beginning on page 25.

Below is a summary of the unregistered sale of securities made during the fourth
--------------------------------------------------------------------------------
quarter  of  2003.
------------------

Common  Stock.  We  entered  into  a Securities Purchase Agreement with La Jolla
-------------
Cove  Investors,  Inc. (the "Investor" or "LJCI"), dated March 5, 2003, pursuant
to  which we issued to the Investor an 8% Convertible Debenture in the principal
amount  of  $300,000, and a Warrant to Purchase Common Stock for the purchase of
2,000,000 million shares of common stock. The terms of the debenture and warrant
are  more fully described in our Form 10-QSB filed with the SEC on May 15, 2003,
on pages 20 and 21 and as amended in our Form 8-K filed with the SEC on February
6,  2004, each if which is hereby incorporated herein (the "Initial Financing").

Effective  as  of  January  29, 2004, we 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 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, we 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, 2004.  In addition, we
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.  We  have paid the first
installment  of approximately $34,017.  Under the terms of the new note, we will
pay  a  total  of  at  least  $204,103  by  July  1,  2004.

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


                                       12
<PAGE>
In  addition,  as  a  condition to the satisfaction and accord, the Put and Call
Agreement  between  LJCI and our Chief Executive Officer, Nicholas VandenBrekel,
and  our  Chief  Financial  Officer,  Mark  Mroczkowski,  has  been  terminated.
Pursuant  to  the  put  and  call agreement, LJCI had the right to cause Messrs.
VandenBrekel  and  Mroczkowski to purchase the debenture at a price of $270,000.

Messrs.  VandenBrekel and Mroczkowski have personally guaranteed the obligations
under the new promissory note.  In the event that we default on the payments due
to  LJCI  under the new promissory note, then the put and call agreement between
LJCI  and  Messrs.  VandenBrekel  and Mroczkowski will be reinstated.  We relied
upon  an  exemption from registration provided by Section 4(2) of the Securities
Act  of 1933. No underwriters participated in that offer and no commissions were
paid.

Common Stock. During the fourth quarter of 2003, we sold an aggregate of 444,118
------------
common  shares  to  two individual accredited investors at a prices ranging from
$0.17  to  $0.67 per share for net proceeds of $150,000. In connection with such
sales,  we 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 in accordance with
Rule  144.  Prior  to  closing  the transaction, we supplied information to each
investor  in  compliance with Rule 502(b).  We had a prior business relationship
with  each  investor.  We  did not publish any advertisement, article, notice or
other  communication  intended  for  public distribution regarding our intent to
make  this  offering.  Each investor represented in writing that the shares were
being  acquired  for  investment  purposes  only  and  not  for  resale, and, in
addition, the certificates representing the securities bear a restrictive legend
in  accordance  with  Rule  144.  There  were no underwriters, and the offer was
closed  upon  sale  of  the  stock  to  each  investor.

Common  Stock.  During  the  fourth  quarter of 2003, we agreed to issue 465,000
-------------
shares for investment banking, investor and public relations, valued at $131,550
to  two  firms;  Broad  Street  Ventures and Carroll & Koster.  The Company also
issued  75,000 shares valued at $30,000 in connection with a loan agreement from
Eagle  Funding,  LLC.  In  connection with such sales we relied on the exemption
from  registration  provided  by  Section 4(2) of the Securities Act of 1933 and
Rule  506.   This  offer  was  made  exclusively  to  these  firms.  Based  upon
information  provided  to  us  by  these  firms,  we  determined  that they were
accredited  investors  because  they each have a net worth of $1,000,000 or more
and  an  annual income of $200,000 or more.  Each company represented in writing
that  the  shares  were  being acquired for investment purposes only and not for
resale,  and,  in  addition,  the  certificates  representing  the shares bear a
restrictive  legend  in  accordance  with  Rule  144.  Prior  to  closing  the
transaction,  we  supplied  information  to each company in compliance with Rule
502(b).  We  had  a  prior  business  relationship  with  each firm.  We did not
publish  any  advertisement, article, notice or other communication intended for
public  distribution  regarding our intent to make this offering.  There were no
underwriters, and the offer was closed upon sale of the stock to each firm on or
before  December  31,  2003.

Common  Stock.  On  December  15,  2003,  Sequiam  sold  882,353  shares  to one
-------------
accredited  investor,  Mr. Walter H. Sullivan, III 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 we relied
on  the  exemption  from registration provided by Section 4(2) of the Securities
Act  of  1933  and  Rule 506.   This offer was made exclusively to Mr. Sullivan.
Based upon information provided to us by Mr. Sullivan, we determined that he was
an  accredited  investor  because  he has a net worth of $1,000,00 or more or an
annual  income  of  $200,000  or  more.  Prior  to  closing  the transaction, we
supplied  information  to Mr. Sullivan in compliance with Rule 502(b).  We had a
prior  business  relationship  with  Mr.  Sullivan.  We  did  not  publish  any
advertisement,  article,  notice  or  other  communication  intended  for public
distribution  regarding  our  intent  to  make  this  offering.  Mr.  Sullivan
represented  in  writing  that  the  shares  were  being acquired for investment
purposes  only  and  not  for  resale,  and,  in  addition,  the  certificates
representing  the  securities  bear a restrictive legend in accordance with Rule
144.  There  were  no  underwriters,  and  the offer was closed upon sale of the
stock  to  Mr.  Sullivan.

Common  Stock.  On  or  about  December 5, 2003, we entered into an agreement to
-------------
issue  140,000 shares of common stock to a consultant, the Eversull Group, Inc.,
on  January  1,  2004 as an annual retainer, together with a $2,000 monthly cash
retainer.    We  relied  upon an exemption from registration provided by Section
4(2)  of  the  Securities  Act.  We  had a prior business relationship with this
company.  We  did  not  publish  any  advertisement,  article,  notice  or other
communication intended for public distribution regarding our intent to make this
offering.  There  were  no


                                       13
<PAGE>
underwriters,  and  the  offer  was  closed  upon  execution of the agreement on
December  5,  2003.  The  certificates  representing  the securities will bear a
restrictive  legend  in  accordance  with  Rule  144.

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 in connection with
the  sale  and  licensing of software products; and (iv) Internet access and web
hosting  services. 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.  Custom  software services are long-term in nature, and revenues
are  recognized  based  on  the percentage of completion method with progress to
completion  measured  upon  labor  hours incurred.  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  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.


                                       14
<PAGE>
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.

OPERATING  EXPENSES

Operating  expenses increased by $3,036,749 (205%), from $1,484,484 for the year
ended  December  31,  2002  to  $4,521,233 for the year ended December 31, 2003.
This  increase  is  explained  below.

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.

Operating  expenses  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.


                                       15
<PAGE>
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.

DEPRECIATION  AND  AMORTIZATION  EXPENSE

Depreciation  and  amortization  expense  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  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.

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.

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


                                       16
<PAGE>
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>

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


                                       17
<PAGE>
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.

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.


                                       18
<PAGE>
ITEM 7.     FINANCIAL STATEMENTS




Sequiam Corporation and subsidiaries

Consolidated Financial Statements

For the years ended December 31, 2003 and 2002


                                       19
<PAGE>
<TABLE>
<CAPTION>
                      Sequiam Corporation and Subsidiaries

                        Consolidated Financial Statements

                 For the years ended December 31, 2003 and 2002

                                    CONTENTS

<S>                                                               <C>
Report of Independent Auditors . . . . . . . . . . . . . . . . . .   F-2 and F-3

Consolidated Financial Statements:
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
</TABLE>


<PAGE>
                         REPORT OF INDEPENDENT AUDITOR'S

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 auditing standards generally accepted
in  the  United  States  of  America.  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>


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 auditing standards generally accepted
in  the  United  States  of  America.  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
                                                                     ==========================
</TABLE>

See accompanying notes to consolidated financial statements


                                                                             F-4
<PAGE>
<TABLE>
<CAPTION>
                          Sequiam Corporation and Subsidiaries
                          Consolidated Statements of Operations

                                                              Years ended December 31,
                                                               2003            2002
                                                           -------------  --------------
<S>                                                        <C>            <C>
Net sales                                                  $    386,170   $     358,470

Costs and expenses:
Selling, general and administrative                           3,448,502       1,056,943
Operating expenses                                              619,863         294,823
Depreciation and amortization                                   452,868         132,718
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               -
                                                           -----------------------------
                                                              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
</TABLE>

See accompanying notes to consolidated financial statements


                                                                             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)
                                            ===================================================================================
</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                                  (1,675,380)       (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
                                                                       ============================
</TABLE>

See accompanying notes to consolidated financial statements


                                                                             F-7
<PAGE>
                      Sequiam Corporation and Subsidiaries
                   Notes to Consolidated Financial Statements

                 For the years ended December 31, 2003 and 2002

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 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


                                                                             F-8
<PAGE>
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).

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


                                                                             F-9
<PAGE>
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.

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


                                                                            F-10
<PAGE>
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, 2002
and  2003.  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  life  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  in
connection  with  the sale and licensing of software products; 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.  Maintenance  revenues  are  recognized  ratably over the term of the
maintenance  contract,  typically  12 to 36 months. Custom software services are
long-term  in  nature  and  revenues  are  recognized based on the percentage of
completion  method  with  progress to completion measured based upon labor hours
incurred.  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:

                                                      2003
                                              -----------------
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)


                                                                            F-11
<PAGE>
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.

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.

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.


                                                                            F-12
<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.

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

<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.

3. INTANGIBLE ASSETS

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

<TABLE>
<CAPTION>
                              Weighted-
                               average      Gross                       Net
                             Amortizatio   Carrying    Accumulated    Carrying
Amortized Intangible Assets   n 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:


                                                                Year ending
                                                               December 31,
                                                               ------------

2004                                                              $ 304,359
2005                                                                304,359
2006                                                                304,359
2007                                                                304,359
2008                                                                107,525


                                                                            F-13
<PAGE>
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
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.

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,


                                                                            F-14
<PAGE>
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  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.

The preceding information is summarized as follows at December 31, 2003:

<TABLE>
<CAPTION>
                               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>

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.

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 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>


                                                                            F-15
<PAGE>
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.

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:

<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>

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


                                                                            F-16
<PAGE>
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 266,667 shares of
its  common  stock  to one accredited investor at a price of $0.75 per share for
proceeds of $200,002, less a commission of $20,000 for net proceeds of $180,002.
On  April  25,  June  23,  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: 800,000 shares of its
common  stock  at $1.50 exercisable through February 6, 2007; one million shares
of  its  common  stock  at  $0.75 exercisable through April 25, 2007;one million
shares  of  its  common stock at $0.75 exercisable through June 23 2007; and two
million  shares  of  its common stock at $0.75 exercisable through September 30,
2007.  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  second  quarter  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 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  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 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.

During the fourth quarter 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. 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  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.

A summary of the foregoing is as follows:

<TABLE>
<CAPTION>
                          Shares    Fair Value  Average price
                         ---------  ----------  --------------
<S>                      <C>        <C>         <C>
Stock for services       2,318,500   1,759,446  $         0.76
Stock sales              3,555,638   1,040,502  $         0.29


                                                                            F-17
<PAGE>
Stock for acquisitions   2,468,471   1,287,583  $         0.52
Stock for debt discount     75,000      30,000  $         0.40
</TABLE>

In  connection  with the foregoing stock issue, 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.

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;  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          Weighted-                   Weighted-
                 Number of     Remaining          Average      Number of      Average
Exercise Price    Options   Contractual 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>


                                                                            F-18
<PAGE>
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.

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
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.  The Company disputes these claims and believes
them  to be without merit. Xerox has taken no action since its September 3, 2002
demand  letter.

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.


                                                                            F-19
<PAGE>
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.


11.  SUPPLEMENTAL  CASH  FLOW  INFORMATION

<TABLE>
<CAPTION>
                                                                                               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>

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  ("SMG") whereby SMG 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. SMG 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, SMG is required to pay Sequiam monthly a royalty
of  $20.00  for every unit sold by SMG. 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


                                                                            F-20
<PAGE>
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.

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  is15%  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.

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>


                                                                            F-21
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

We  changed our principal, independent accountant effective on January 19, 2004,
as more fully described in our Form 8-K, filed with the SEC on January 21, 2004,
which  Form  8-K  is  hereby  incorporated  by  reference.

ITEM 8A     CONTROLS AND PROCEDURES

We  maintain disclosure controls and procedures that are designed to ensure that
information  required  to  be disclosed in the periodic reports filed by us with
the  Securities  and  Exchange  Commission  (the  "SEC") is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of  the  SEC  and  that  such information is accumulated and communicated to our
management.  Based  on  their most recent evaluation, which was completed during
the  period  covered  by  this  report,  our  Chief  Executive Officer and Chief
Financial  Officer  believe  that  our  disclosure  controls  and procedures (as
defined  in  Rules  13a-14 and 15d-14 of the Securities Exchange Act of 1934, as
amended)  are  effective.  We  have added a section to our employee manual which
provides  the  text of Regulation FD to our employees.  Other than this addition
to  our  employee  manual,  there  were  no  significant changes in our internal
controls  or  in  other  factors  that could significantly affect these internal
controls  subsequent  to  the  date  of  the  most  recent  evaluation.

ITEM 9     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
           COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The  following  table  sets  forth the name, age and position of each person who
currently  serves as a director and/or officer of our Company as of December 31,
2003.  Our  directors  serve  for  a three-year term that expires at every third
regular annual meeting of our shareholders, and until such directors' successors
are  elected  and  qualified.

<TABLE>
<CAPTION>
Name                      Age                     Position
------------------------  ---  -----------------------------------------------
<S>                       <C>  <C>

Nicholas H. VandenBrekel   39  Chairman, President and CEO; Director
Mark L. Mroczkowski        50  Senior Vice President and CFO; Director
James W. Rooney            61  President of Sequiam Software, Inc.
James C. Stanley           65  President of Sequiam Biometrics, Inc.; Director
Charles D. Vollmer         58  President of Sequiam Communications, Inc.
Alan McGinn                43  Vice President and CTO
Mike Seaman                40  Vice President of Sequiam Software, Inc.
</TABLE>

Nicholas  VandenBrekel  is  the founder of Sequiam Corporation and serves as its
President,  CEO  and  Chairman.  Mr. VandenBrekel has an extensive background in
both  military service as well as entrepreneurial venues.  He is a native of the
Netherlands  and a permanent resident of the United States. During the last five
years  Mr. VandenBrekel has been the President and CEO of Brekel Group, Inc. for
the  last  two  years and was the President of Sequiam, IncIn the course of his
assignments,  he  has been responsible for all aspects of, business development,
teaching  and  operations,  including  strategic  planning,  product and service
development,  marketing,  and  sales  and  staff development.  He speaks several
languages  and  has  been  a  public  speaker  for many years.  Mr. VandenBrekel
continuously  displays  a  strong  ability to merge both North American business
culture  with that of Europe and the Far East.  Mr. VandenBrekel has a degree in
communications  from  the  OPS  Academy Royal Netherlands Navy and is a licensed
Helicopter  Aviator.  He  also holds degrees and diplomas in electronics and the
martial  arts.  Nick  received  the  2001 businessman of the year award from the
National  Republican  Congressional  Committee's  Business  Advisory  Council.

Mark  Mroczkowski  has  served  as  Senior  Vice  President  and CFO for Sequiam
Corporation  since its inception in 2001 and as CFO for Brekel Group, Inc. since
June  2000.  He  brings to the company an extensive background as CFO and senior
manager of other organizations. Prior to Sequiam and Brekel, Mr. Mroczkowski was
the  Chief  Financial Officer of GeoStar Corporation from 1994 until 2000.  From
1975  until 1994, Mr. Mroczkowski practiced public accounting with several large
accounting  firms  and  ultimately  formed his own successful firm. During those
years  he  also  founded  or  co-founded  and  managed  several other profitable
ventures  both  domestically  and internationally.  Mr. Mroczkowski holds a B.S.
degree  in  Accounting  from  Florida  State  University,  he  is  a  Certified


                                       20
<PAGE>
Public Accountant licensed in Florida and a licensed commercial pilot.  He has a
strong background in finance and financial management from his twenty-five years
of practice.  He managed private placements, debt financing and IPO preparations
for  a  number  of  firms.  He  has  also  managed  audit,  tax  and  consulting
engagements  for  a  variety  of  organizations.

Mr.  Mroczkowski  is  our  audit  committee  financial  expert,  and  he  is not
independent.

Mr. James Rooney, in addition to his role as President of Sequiam Software Inc.,
will  lead  the development of federal systems business for Sequiam Corporation.
Since  1985,  he  has been the President of Intercon Corporation, a governmental
contracting  specialist.  He  had  been  a  Naval Aviator and government systems
specialist  for  twenty  years prior.  Mr. Rooney holds a Bachelor's Degree from
the  University of Denver, a Masters Degree in Operations Research and a Masters
Degree in Systems Acquisition Management from the Naval Post Graduate School. He
is  also  a  graduate  of the Navy Test Pilot School.  He will introduce Sequiam
products  into  the  Department  of  Defense  and  other government agencies and
contractors.  Jim  has  been a principal consultant to major aerospace companies
pursuing  weapon  systems  contracts.  In  that  capacity, he developed position
papers  to  support  congressional  funding, prepared presentations for industry
executives  and  managed  programs.  He  has  an  intimate  understanding of how
programs are built, funded and awarded. Mr. Rooney will leverage that experience
on  behalf  of  Sequiam  Corporation.

Mr.  James  C.  Stanley,  in  addition  to  his  role  as  President  of Sequiam
Biometrics, Inc. also sits on the Board of Directors.  Mr. Stanley has held many
important management positions as well as owned and operated his own businesses.
Among  his  accomplishments is the formation of an investment advisory firm that
was  sold  to  Bache & Company. He also owned an advertising agency in New York,
whose  clients  included  Citicorp, Penske Racing, Hilton International, Holland
American  Lines  and Banco Popular. Mr. Stanley built, owned and operated Hilton
Ski  Resort  in Breckenridge, Colorado. Currently, Mr. Stanley is the founder of
Concord  Communications,  Inc.  that is a joint venture with AT & T. Mr. Stanley
serves  on  numerous boards, including Vice Chairman of the International Center
for  Religion  and  Diplomacy,  Washington, DC. Mr. Stanley is a well-versed and
sought  after  consultant  on  business  development,  mergers and acquisitions.
During the last five years, Mr. Stanley has served as a Director and a principal
in  the  Quasar  Group,  Inc.,  and  concurrently  during  the last two years as
Chairman  if  Smart  Biometrics,  Inc., prior to its acquisition by Sequiam. Mr.
Stanley  has  a  BA  and  an  MBA  from  the  University  of  Virginia.

Charles  D.  Vollmer  serves as President of Sequiam Communications, Inc. He has
also  been  the  President of VII Inc. since 1996, a company that specializes in
strategic  planning  and business development in response to emerging government
and  business  initiatives.  VII's clients include major government agencies and
corporations.  From  1991  to  1996,  Mr.  Vollmer was a Partner at Booz Allen &
Hamilton,  Inc. From 1995, Mr. Vollmer led all corporate activities for the U.S.
Air  Force  and  was  involved  in  development  of the USAF's Global Engagement
Vision. From 1992 through 1995, he organized and managed one of the four largest
U.S.  consortiums  involved  with  industry  privatization  in the former Soviet
Union. From 1985 to 1991, Mr. Vollmer founded and was the VP/General Manager for
General  Dynamics  Corporation's  new business and high-technology organization,
called  the  Defense  Initiatives  Organization.  In this capacity, he founded a
dozen  new organizations ranging from a clear Biological Chemical Reconnaissance
System  that  was  used  extensively  in  Operation Desert Storm, to a Strategic
Defense  Division,  to  a  Diamond  Film Development Company involved in growing
synthetic  diamond substrate material for electronic systems. From 1979 to 1985,
McDonnell  Douglas  Corporation  employed Mr. Vollmer as senior engineer who was
part  of  the  initial  design  teams  of F-15E Strike Eagle and Stealth fighter
aircraft. Later, as a marketing director, he was largely responsible for the $30
billion  sale  of  the  F-15E  to the USAF. Mr. Vollmer served 10 years with the
United States Air Force and 13 years with the Air National Guard. He accumulated
over  3,000  hours  in  various  fighter  aircraft,  flew 175 combat missions in
Southeast  Asia,  and  received  six Distinguished Flying Crosses and eleven Air
Medals.

Alan  McGinn  accepted  the  position  of  Chief  Technology Officer for Sequiam
Corporation  in  March  1, 2003. He had been President of W.M.W. Communications,
Inc.,  d/b/a  Access  Orlando  since 1995. During that time, he also served as a
consultant to SMART Biometrics prior to its acquisition by Sequiam. From 1984 to
1995,  Mr.  McGinn was a Senior Design Engineer at Lockheed Martin. While he was
at  Lockheed  Martin, Mr. McGinn designed the night vision system for the Apache
Helicopter.  His other significant designs included: Microcontroller-based servo
control  system;  Laser  tracker  controller  with  a  1553  bus  interface;
Microcontroller  based  control panel for helicopter navigation; CCD camera with
real  time  image  processing;  and  Fiber Optic communications link and tracker


                                       21
<PAGE>
interface.  Mr.  McGinn  has  a  B.S.  Degree in Electrical Engineering from the
University  of  Tennessee  and an M.S. Degree in Electrical Engineering from the
University  of  Central  Florida.

Mike  Seaman  serves, as the Vice President of Sequiam Software, Inc. Mr. Seaman
was  instrumental  in  the  founding,  operation  and  growth of a NASDAQ-listed
medical  company,  which grew from $0 to over $100 million in revenue during his
association  with  the  company.  He  was  also a partner in a data security and
disaster  recovery  software  development company during the late 1980's, in the
infancy  of  that  industry.  Mr.  Seaman  has consulted with private and public
companies  in  diverse  areas  such  as:  mergers  and  acquisitions,
investor/institutional/public  relations, business development, capital sourcing
and  marketing.  Mr.  Seaman  has  also  been  involved  in  the  development,
rehabilitation  and  leasing  of  office  properties.

We  currently  have  no independent directors because all directors beneficially
own stock in our company.  As a result, our board of directors is unable to rely
upon  an  independent director to resolve any conflicts of interests between the
interest  a  director  may  have  personally  as a stockholder and the fiduciary
obligations  the  director  may  have  to our company.  For example, when taking
actions  that  may  directly  affect our stockholders, such as decisions to make
distributions,  to  approve  mergers  or  to approve other  reorganizations, our
directors  will  not  have  the  benefit  of input form an independent director.
Furthermore,  our  directors  must  comply with Section 310(a) of the California
Corporation  Code  when  authorizing any such action.  Because we do not have an
independent  director,  any  such  action  must meet the requirements of Section
310(a)(1)  or  Section  310(a)(3)  of  the  California Corporation Code, because
Section  310(a)(2) of the California Corporation Code is not available.  Section
310  provides  as  follows:

     (a)  No contract or other transaction between a corporation and one or
     more  of  its directors, or between a corporation and any corporation,
     firm  or  association  in  which  one  or  more of its directors has a
     material  financial  interest, is either void or voidable because such
     director  or  directors or such other corporation, firm or association
     are  parties  or because such director or directors are present at the
     meeting of the board or a committee thereof which authorizes, approves
     or  ratifies the contract or transaction, if (1) The material facts as
     to  the  transaction  and  as  to  such  director's interest are fully
     disclosed  or  known  to  the  shareholders  and  such  contract  or
     transaction  is  approved  by  the  shareholders (Section 153) in good
     faith,  with  the shares owned by the interested director or directors
     not  being  entitled  to vote thereon, or (2) The material facts as to
     the transaction and as to such director's interest are fully disclosed
     or  known  to  the  board  or  committee,  and  the board or committee
     authorizes,  approves  or ratifies the contract or transaction in good
     faith by a vote sufficient without counting the vote of the interested
     director  or  directors  and  the  contract or transaction is just and
     reasonable  as  to  the  corporation  at  the  time  it is authorized,
     approved  or  ratified,  or  (3)  As  to contracts or transactions not
     approved  as provided in paragraph (1) or (2) of this subdivision, the
     person  asserting the validity of the contract or transaction sustains
     the  burden  of  proving that the contract or transaction was just and
     reasonable  as  to  the  corporation  at  the  time it was authorized,
     approved or ratified. A mere common directorship does not constitute a
     material  financial interest within the meaning of this subdivision. A
     director is not interested within the meaning of this subdivision in a
     resolution  fixing the compensation of another director as a director,
     officer  or employee of the corporation, notwithstanding the fact that
     the  first  director  is  also  receiving  compensation  from  the
     corporation.

We  are  currently  seeking  to elect or appoint an independent director, but we
cannot  guaranty  that  we  will be able to do so.  We believe it is unlikely we
will  find  a willing person to serve as an independent director until we obtain
liability  insurance  for  our  officers  and directors. We do not have an audit
committee, and therefore all of our directors perform the functions of the audit
committee.

ITEM 10.     EXECUTIVE COMPENSATION

The following table sets forth all cash compensation paid or accrued by Sequiam,
as well as certain other compensation, paid or accrued, during each of Sequiam's
last  two fiscal years to the Chief Executive Officer and to the other executive
officers  whose total annual salary and bonus paid or accrued exceeded $100,000.
Directors  who  are  also  employees  receive no compensation for serving on the
Board  of  Directors.


                                       22
<PAGE>
<TABLE>
<CAPTION>
                                                      SUMMARY COMPENSATION TABLE
                           -----------------------------------------------------------------------------------------

                                     ANNUAL COMPENSATION                        LONG-TERM COMPENSATION
                           -------------------------------------  --------------------------------------------------
                                                                           AWARDS
                                                                  ---------------------------
                                                       Other                     Securities
Name &                                                 Annual      Restricted    Underlying                 All
Principal                         Salary   Bonus    Compensation     Stock     Options/SAR's    LTIP       Other
Position                   Year                         (2)          Awards         (3)        Payouts  Compensation
====================================================================================================================
<S>                        <C>   <C>       <C>     <C>             <C>         <C>             <C>      <C>
Nicholas VandenBrekel,     2003  $185,000          $      14,400                   5,000,000
                           -----------------------------------------------------------------------------------------
   President, CEO,         2002  $158,750          $      14,400
                           -----------------------------------------------------------------------------------------
    Chairman (1)           2001  $137,500          $       8,400
====================================================================================================================
 Mark Mroczkowski,         2003  $175,000          $      12,000                   4,000,000
                           -----------------------------------------------------------------------------------------
Corporate Secretary,       2002  $156,250          $       8,000
                           -----------------------------------------------------------------------------------------
Senior Vice President,
Treasurer and CFO (1)      2001  $137,500          $       7,200
====================================================================================================================
L. Alan McGinn, Vice
  President & CTO          2003  $ 75,000                                            225,000
====================================================================================================================
Charles Dunn, Vice
President Marketing        2003  $ 32,000                              10,000
====================================================================================================================
James Rooney, President
   Sequiam Software        2003  $    -0-
====================================================================================================================
Mike Seaman Vice
President Sequiam
    Software               2003  $ 85,000                                            170,000
====================================================================================================================
James Stanley, President
  Sequiam Biometrics,
         Inc.              2003  $    -0-                             250,000
====================================================================================================================
Charles Vollmer,
President Sequiam
Communications, Inc.       2003  $    -0-                             250,000
====================================================================================================================
James Ring, President
Sequiam Education, Inc.    2003  $ 36,000                              43,500
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Footnotes:

(1)  None of the annual salary amounts shown were paid in 2001, 2002 or 2003 and
remain accrued at December 31, 2003.

(2)  Compensation  shown  in  this  column was earned by accruing the automobile
allowances provided in the employment agreements.

(3)  Shares  shown  in  this  column represent options granted under the Sequiam
Corporation 2003 Employee Stock Incentive Plan.

DIRECTOR AND OFFICER STOCK OPTION/STOCK APPRECIATION RIGHTS ("SARS") GRANTS
---------------------------------------------------------------------------

We  did  not  grant  any stock options or stock appreciation rights to our named
executive  officers  during  the  year ended December 31, 2002. On September 23,
2003,  we adopted the Sequiam Corporation 2003 Employee Stock Incentive Plan and
the  Sequiam Corporation 2003 Non-Employee Directors and Consultants Stock Plan,
subject  to  stockholder  approval.

The  following table sets forth the stock options granted to our named executive
officers  and  directors  during  the  year  ended  December 31, 2003.  No stock
appreciation  rights  were  awarded.


                                       23
<PAGE>
<TABLE>
<CAPTION>
                         Number of securities        Percent of total         Exercise or
                       underlying options/SARs    options/SARs granted to   base price ($/Sh)    Expiration date
                             granted (#)                  employees
Name                                                   in fiscal year
---------------------------------------------------------------------------------------------  -----------------
<S>                    <C>                       <C>                       <C>                 <C>
Nicholas VandenBrekel                 5,000,000                    51.76%  $             0.17  November 27, 2013
---------------------------------------------------------------------------------------------  -----------------
Mark Mroczkowski                      4,000,000                    41.41%  $             0.17  November 27, 2013
---------------------------------------------------------------------------------------------  -----------------
L. Alan McGinn                          225,000                     2.33%  $             0.17  November 27, 2013
---------------------------------------------------------------------------------------------  -----------------
Mike Seaman                             170,000                     1.76%  $             0.17  November 27, 2013
---------------------------------------------------------------------------------------------  -----------------
</TABLE>

<TABLE>
<CAPTION>
     Aggregated Option/SAR Exercises in Last Fiscal Year- and Fiscal Year-End
     ------------------------------------------------------------------------
                                Option/SAR Values
                                -----------------

Name                   Shares acquired on   Value realized ($)   Number of securities     Value of unexercised in-
                          exercise (#)                          underlying unexercised           the-money
                                                                options/SARs at FY-end     options/SARs at FY-end
                                                                          (#)                       ($)
                                                                     Exercisable/               Exercisable/
                                                                     Unexercisable           Unexercisable (1)
---------------------  -------------------  ------------------  -----------------------  --------------------------
<S>                    <C>                  <C>                 <C>                      <C>

Nicholas VandenBrekel                    0                   0              5,000,000/0  $                1,150,000
---------------------  -------------------  ------------------  -----------------------  --------------------------
Mark Mroczkowski                         0                   0              4,000,000/0  $               920,000/$0
---------------------  -------------------  ------------------  -----------------------  --------------------------
L. Alan McGinn                           0                   0                225,000/0  $                38,250/$0
---------------------  -------------------  ------------------  -----------------------  --------------------------
Mike Seaman                              0                   0                170,000/0  $                28,900/$0
---------------------  -------------------  ------------------  -----------------------  --------------------------
</TABLE>

(1)  Based upon a value of $0.40 per share as of December 31, 2003 less the
exercise price of $0.17 per share.

LONG TERM INCENTIVE PLAN AWARDS
-------------------------------

No long-term incentive plan awards have been made by the Company to date.

DEFINED BENEFIT OR ACTUARIAL PLAN DISCLOSURE
--------------------------------------------

We do not provide retirement benefits for the directors or officers.

COMPENSATION OF DIRECTORS
-------------------------

None of our directors received compensation for their service as directors
during the fiscal year ended December 31, 2003.

EMPLOYMENT  CONTRACTS  AND  CHANGE-IN-CONTROL  ARRANGEMENTS
-----------------------------------------------------------

On  October  1,  2002, Mr. VandenBrekel and Mr. Mroczkowski 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 our
benefit  plans.  No  bonuses  have  been  paid  and  no criteria for determining
bonuses  has been established by our directors.  We do not intend to pay bonuses
for  the  calendar  year  2003.  Full  time  employment  is a requirement of the
contract.  In  the  event that a change in control of any related company occurs
without  the  prior approval of our then existing Board of Directors, then these
contracts  will be deemed terminated and we will owe termination compensation to
each  employee consisting of a $5 million lump sum cash payment plus five annual
payments  of $1 million, each.  Each of Mr. VandenBrekel and Mr. Mroczkowski may
terminate  their  respective  employment  agreement  without  cause  upon 30-day
advance  written  notice.

Mr.  Alan  McGinn was hired as the CTO of Sequiam Software, Inc., pursuant to an
employment  agreement dated as of December 1, 2002.  Mr. McGinn did not begin to
earn  compensation  until  March  1,  2003.  Pursuant  to our agreement with Mr.
McGinn,  he  will earn a base salary of $75,000, and we are obligated to adopt a
qualified  stock option plan for our senior executive officers that will include
the  following  stock  options  to  Mr.  McGinn:  500,000


                                       24
<PAGE>
shares  of  our  common stock, to be vested one-third (1/3) at the end of twelve
(12)  months,  and  one-third  (1/3)  at the end of each subsequent twelve-month
period.  Each  option  will  expire five (5) years after we adopt the plan.  The
option  price  per  share will equal the average closing trading price per share
for  the  ten  (10) day trading period immediately preceding the granting of the
options.  If we do not adopt a qualified stock option plan by June 30, 2003, the
employee  may  elect  to  participate in a plan adopted after June 30, 2003, or,
receive  a cash compensation payment intended to similarly compensate Mr. McGinn
as  if  the  stock  option  plan had been adopted.  Mr. McGinn may terminate his
employment  agreement  without  cause  upon  30-day  advance  written  notice.

Mr.  James  Stanley  was  hired  as  the  President of Sequiam Biometrics, Inc.,
pursuant to an employment agreement dated as of April 21, 2003 and extends for a
term  of  two years.  Mr. Stanley does not begin to earn or accrues compensation
until  a future date to be determined by the Board of Directors at which time he
will  earn  a  base  salary  of  $150,000.

COMPENSATION  COMMITTEE
-----------------------

We  currently  do  not  have a compensation committee of the Board of Directors.
The Board of Directors as a whole determines executive compensation.  Currently,
we  do not have any independent directors who can evaluate the reasonableness of
executive compensation without regard to his or her own compensation paid by our
company.

ITEM 11     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
            RELATED STOCKHOLDER MATTERS

The  table  below  sets  forth,  as  of March 30, 2004, certain information with
respect  to  the  beneficial ownership of our common stock by each person who we
know  to  be  beneficial  owner  of  more  than 5% of any class or series of our
capital  stock,  each  of the directors and executive officers individually, and
all  directors  and  executive  officers  as  a  group.

<TABLE>
<CAPTION>
                                   Shares Beneficially   Percentage of Shares
             Name                         Owned            Beneficially Owed
---------------------------------  --------------------  ---------------------
<S>                                <C>                   <C>

Nicholas VandenBrekel                     23,325,000(1)                 46.33%
Mark Mroczkowski                           8,957,000(2)                 18.15%
James Rooney                                   526,666                   1.16%
Charles Vollmer                                250,000                   0.55%
James Stanley                                  250,000                   0.55%
James Ring                                      43,500                   0.10%
Charles Dunn                                    10,000                   0.02%
Mike Seaman                                  170,000(3)                  0.37%
---------------------------------  --------------------  ---------------------
Officers and Directors as a group           33,532,166                  67.23%
Optimix Technology Fund, N.V.                2,666,666                   5.88%
</TABLE>

Footnotes  to  Table:
--------------------

(1)  Includes  5,000,000  shares that may be acquired upon exercise of incentive
stock  options.
(2)  Includes  4,000,000  shares that may be acquired upon exercise of incentive
stock  options.
(3)  Includes  170,000  shares  that  may be acquired upon exercise of incentive
stock  options.

<TABLE>
<CAPTION>
                                  EQUITY COMPENSATION PLAN INFORMATION
---------------------------------------------------------------------------------------------------------
                                                                               Number of securities
                                                                          remaining available for future
                       Number of securities to      Weighted-average          issuance under equity
                       be issued upon exercise     exercise price of            compensation plans
                       of outstanding options,    outstanding options,   (excluding securities reflected
                         warrants and rights      warrants and rights             in column (a))
Plan category                    (a)                      (b)                          (c)
---------------------------------------------------------------------------------------------------------
<S>                    <C>                       <C>                     <C>


                                       25
<PAGE>
Equity compensation                           0                      0                                  0
plans approved by
security holders
---------------------------------------------------------------------------------------------------------
Equity compensation                  10,660,500  $                0.17                          5,339,500
plans not approved by
security holders
---------------------------------------------------------------------------------------------------------
Total                                10,660,500  $              0.20(1)                         5,339,500
---------------------------------------------------------------------------------------------------------
</TABLE>

Footnotes  to  Table:
--------------------

(1)  Options  for 300,000 of the 10,940,500 shares to be issued have an exercise
price  of  market  value.  The weighted-average exercise price is based upon the
closing  trading  price  of  $0.40  on  December  31,  2003.

On  September  23,  2003, we adopted the Sequiam Corporation 2003 Employee Stock
Incentive  Plan  and  the  Sequiam  Corporation  2003 Non-Employee Directors and
Consultants  Stock Plan, both subject to stockholder approval at our next annual
meeting.  The  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  our  companies  to  receive certain options to purchase our common
stock  and  to  receive  grants  of  our  common  stock,  subject  to  certain
restrictions.  The  maximum  number  of  shares  of our common stock that may be
issued  pursuant to these plans shall be 10,000,000 and 5,000,000, respectively.

We  may grant stock options in such amounts, at such times, and to the employees
nominated by our management in as they may determine in their 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  of shares of our 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;  provided,  however, for designated non-statutory stock options, we
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  our  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.

Stock options have a term of 10 years or such shorter period as is determined by
the  Company.

ITEM 12     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 1, 2002, we acquired Sequiam Software, Inc. (formerly known as Sequiam,
Inc.).  This  transaction  was  accounted  for  as a recapitalization of Sequiam
Corporation  and  the  results  of  operations  and  cash flows presented in our
financial  statements  prior  to the acquisition are those of Sequiam, Inc.  The
following  table  shows  the  number  of  shares  received  by our directors and
executive  officers  as  a  result  of  this  transaction.

<TABLE>
<CAPTION>
                           COMMON STOCK   PERCENT OF    COMMON STOCK   PERCENT OF
          NAME            BEFORE CLOSING     CLASS     AFTER CLOSING      CLASS
------------------------  --------------  -----------  --------------  -----------
<S>                       <C>             <C>          <C>             <C>
Nicholas H. VandenBrekel               0           0%   15,000,000(1)       61.90%
------------------------  --------------  -----------  --------------  -----------
Mark Mroczkowski                       0           0%    5,500,000(2)       22.70%
------------------------  --------------  -----------  --------------  -----------
James Rooney                           0           0%        500,000         2.06%
------------------------  --------------  -----------  --------------  -----------
Brekel Group, Inc.                     0           0%      1,000,000         4.13%
------------------------  --------------  -----------  --------------  -----------
</TABLE>

Footnotes:
---------

(1) At the time of the transaction, Nicholas H. VandenBrekel served as an
officer and director of Brekel Group, Inc., and therefore 15,000,000 shares
includes 1,000,000 shares issued to Brekel Group, Inc.  The 1,000,000 shares
held by Brekel Group, Inc. were returned to treasury and cancelled upon Sequiam
Corporations acquisition of Brekel Group, Inc. in July 2002.


                                       26
<PAGE>
(2) At the time of the transaction, Mark Mroczkowski served as an officer and
director of Brekel Group, Inc., and therefore 5,5000,000 shares includes
1,000,000 shares issued to Brekel Group, Inc.  The 1,000,000 shares held be
Brekel Group, Inc. were returned to treasury and cancelled upon Sequiam
Corporations acquisition of Brekel Group, Inc. in July 2002.

In July 2002, we acquired Sequiam Communications, Inc. (formerly known as Brekel
Group, Inc.) in a tax-free exchange of stock.  The following table shows the
number of shares received by our directors and executive officers as a result of
this transaction.

<TABLE>
<CAPTION>
                           COMMON STOCK    PERCENT OF   COMMON STOCK   PERCENT OF
NAME                      BEFORE CLOSING    CLASS(1)    AFTER CLOSING   CLASS(2)
------------------------  ---------------  -----------  -------------  -----------
<S>                       <C>              <C>          <C>            <C>
Nicholas H. VandenBrekel    15,000,000(3)       61.90%     18,500,000       76.37%
------------------------  ---------------  -----------  -------------  -----------
Mark Mroczkowski             5,500,000(4)       22.70%      4,957,000       20.46%
------------------------  ---------------  -----------  -------------  -----------
James W. Rooney                  500,000         2.06%        526,666        2.17%
------------------------  ---------------  -----------  -------------  -----------
Brekel Group, Inc.             1,000,000         4.13%              0           0%
------------------------  ---------------  -----------  -------------  -----------
</TABLE>

Footnotes:
---------

(1) Based upon 20,000,000 shares issued and outstanding prior to closing.

(2) Based upon 24,223,000 shares issued and outstanding after closing.

(3)  At  the  time  of  the  transaction,  Nicholas H. VandenBrekel served as an
officer  and  director  of  Brekel  Group, Inc., and therefore 15,000,000 shares
includes  1,000,000  shares  issued  to Brekel Group, Inc.  The 1,000,000 shares
held  be Brekel Group, Inc. were returned to treasury and cancelled upon Sequiam
Corporations  acquisition  of  Brekel  Group,  Inc.  in  July  2002.

(4)  At  the  time of the transaction, Mark Mroczkowski served as an officer and
director  of  Brekel  Group,  Inc.,  and  therefore  5,500,000  shares  includes
1,000,000  shares  issued  to  Brekel  Group, Inc.  The 1,000,000 shares held be
Brekel  Group,  Inc.  were  returned  to  treasury  and  cancelled  upon Sequiam
Corporations  acquisition  of  Brekel  Group,  Inc.  in  July  2002.

<TABLE>
<CAPTION>
ITEM 13.                                     EXHIBITS AND REPORTS ON FORM 8-K
------------  -----------------------------------------------------------------------------------------------
<S>           <C>
Exhibit 10.1  Asset Purchase Agreement dated June 1, 2003, between Sequiam Software, Inc. and Great Barrier
              Reef, Inc.

Exhibit 10.2  Subscriber Acquisition Agreement dated December 11, 2003, between Sequiam Software, Inc. and
              Internet Junction Corporation.

Exhibit 10.3  Letter Agreement dated December 5, 2003, between Sequiam Corporation and The Eversull Group,
              Inc.

Exhibit 10.4  Letter Agreement dated December 3, 2003, between Sequiam Corporation and The Research
              Works, Inc.

Exhibit 10.5  License Agreement for Use of Co-location Space, dated November 2003, between Sequiam
              Software, Inc. and FDS Telecommunications, L.P.

Exhibit 10.6  Exclusive Patent License Agreement, between Fingerprint Detection Technologies, Inc. and
              Westinghouse Savannah River Company LLC.

Exhibit 10.7  2003 Employee Stock Incentive Plan, is hereby incorporated by reference to Exhibit 4.1 included
              with the Form S-8 filed with the SEC on September 30, 2003.


                                       27
<PAGE>
Exhibit 10.8  2003 Non-Employee Directors and Consultants Stock Plan, is hereby incorporated by reference to
              Exhibit 4.2 included with the Form S-8 filed with the SEC on September 30, 2003.

Exhibit 14.1  Code of Ethics.

Exhibit 21.1  Subsidiaries.

Exhibit 31.1  Certification Of Chief Executive Officer Pursuant To 15d-14.

Exhibit 31.2  Certification Of Chief Financial Officer Pursuant To 15d-14.

Exhibit 32.1  Certification Of Chief Executive Officer Pursuant To 18 U.S.C. Sec.1350, As Adopted Pursuant To
              Section 906 Of The Sarbanes-Oxley Act Of 2002.

Exhibit 32.1  Certification Of Chief Financial Officer Pursuant To 18 U.S.C. Sec.1350, As Adopted Pursuant To
              Section 906 Of The Sarbanes-Oxley Act Of 2002.
</TABLE>

ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES
----------

We  were  billed  $93,101  for  the  fiscal  year  ended  December 31, 2002, and
$82,989 for the  fiscal  year ended December 31, 2003, for professional services
rendered  by  the principal accountant for the audit of the our annual financial
statements, the review of our quarterly financial statements, and other services
performed  in  connection  with  our  statutory  and  regulatory filings.  These
services  also  included  updating  the  audits for our registration statements.

AUDIT RELATED FEES
------------------

We  were  billed  $-0- for the fiscal year ended December 31, 2002, and $-0- for
the  fiscal  year  ended  December  31, 2003, for assurance and related services
rendered  by  the  principal  accountant  related  to the audit or review of our
financial  statements,  not  included  in  the  foregoing  paragraph.

TAX FEES
--------

We  were  billed  $-0- for the fiscal year ended December 31, 2002, and $-0- for
the  fiscal  year ended December 31, 2003, for professional services rendered by
the  principal  accountant  for  tax  compliance,  tax  advice and tax planning.

ALL OTHER FEES
--------------

There  were  no other professional services rendered by our principal accountant
during  the  last two fiscal years that were not included in paragraphs (a), (b)
or  (c)  above.

We  have  no audit committee pre-approval policies and procedures related to the
engagement  of  our independent auditor.  Our board of directors approved all of
the  services  provided  by  our  principal accountant.  No more than 50% of the
hours  expended  on  our  audit for the last fiscal year were attributed to work
performed by persons other than full-time employees of our principal accountant.

                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       28
<PAGE>
SEQUIAM  CORPORATION


Date:  April 14, 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:  April 14, 2004

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


By:  /s/  Mark Mroczkowski
---------------------------------------------------
Mark L. Mroczkowski, Chief Financial Officer
(Principal Financial Officer), Corporate Secretary,
Senior Vice President and Treasurer


                                       29
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(d) OF THE EXCHANGE ACT BY NON-REPORTING ISSUERS.

No  annual report to security holders covering the registrant's last fiscal year
has  been  delivered  to  security  holders.

Every  proxy statement, form of proxy or other proxy soliciting material sent to
more than ten of the registrant's security holders with respect to any annual or
other  meeting  of  security holders during the registrant's last fiscal year is
furnished  to  the  Commission  below.

August 1, 2003


To the Shareholders of Sequiam Corporation:

     It's been said that nothing ever changes but that everything changes.
Under the multiple banners of progress, evolution, expansion, limitation,
downsizing, refocusing, re-assessment, diverse re-implementation, rethinking,
re-statement and so on, change is both an inevitable and a constant thread woven
through our daily lives.  Therefore it is not about change itself but rather how
we deal with change that is truly important.

     In its relatively short existence, Sequiam Corporation has brought new
meaning to the word change in the most profound corporate sense.  Little could I
have imagined that the publishing on-demand and software company I founded in
1999 would positively mold and turn itself into one of the most innovative and
secure technology companies in the present market.

     In today's world, both public and private entities are challenged to learn
how to do more with less, sometimes a lot less.  Having learned and mastered the
art of doing more with less, Sequiam Corporation today provides innovative
business solutions through the integration of technology that provides pragmatic
and cost effective implementation with truly measurable results.  Sequiam sets a
new standard for business through its technologies that promote public and
private partnerships creating social enterprise that bridges the technology gap
of what is possible with what is profitable.

     Through the years we have learned that focusing on specific technologies
that can be immediately applied to cost effective consumer and commercial
applications works and works well.  It is a discipline we acquired by being on
the other end of the vendor / client spectrum.  Further on in the Company
Overview we will put the spotlight on some of Sequiam's innovative products in
use by consumers and companies today like the BioVault(TM) and Sequiam IRP(TM).

     As  the economic cycle seems to be turning towards the positive once again,
Sequiam  Corporation  is  well  positioned  to  become  a  leading  provider  of
technology  integrated  business solutions and applications by understanding the
current  business  environment  and  the  competitive  challenges in this era of
Globalization.  Many  companies  and  organizations, both public and private are
competing  for  the  same  shrinking  dollar.  Doing  more  with  less,  Sequiam
Corporation  has  the  solutions.  If  we  are  to provide innovative and secure
technology  solutions  that  simplify the way we learn, work and live we need to
approach  our  customers and shareholders with complete communication mechanisms
that  promote  confidence  and  success.

     All  of  the  employees  and  employee-owners  of  Sequiam  Corporation are
committed to a successful future.  Some of us have been here since the beginning
and  have  survived  the  struggles  and  challenges  of a dubious economy while
staying  focused, goal oriented and flexible and in that process of re-invention
sacrificing  greatly.  We  have learned how to become a tenacious and persistent
team  through  the  bad times, looking forward to celebrating the rewards of the
forthcoming  good times.  Likewise I want to share my heartfelt appreciation and
express my gratitude towards the Sequiam Corporation shareholders.  Like some of
the  first  employees,  some of you have been with us since the beginning and no
doubt  have  had many a nervous day wondering about the future of the company to
which  you  entrusted  your  hard  earned  dollars  and  in  which you bought an
ownership  interest.  You  have  stuck  with  us  through  the  transitions,
acquisitions  and  in  general  the  changes  that put us on our current path of
success.


                                       30
<PAGE>
Financially  you  were  there  when  we  needed  you  most  and we remain highly
committed  to  assuring that your ownership in this company remains a profitable
and  rewarding experience.  Our accounting systems are transparent and second to
none.  Your  senior management team and company officers have never sold a share
of  their  Sequiam  stock  or borrowed against it.   There have been no bonuses,
outrageous  option  plans  or  financial  extravagances. We are open to positive
scrutiny  both  by  the regulators as well as by you, the shareholder.  In these
uncertain times we understand that your confidence in this company is paramount.

     I am grateful for being surrounded by not only hardworking and honest
employees but also by senior managers who constantly display the highest degree
of integrity and ethics.  Lastly I want to thank those of you who have been so
supportive of my family as we have been battling the cancer that has invaded my
wife's life without invitation.  That battle continues daily and your support
has been immeasurable.

     Remember, Sequiam Corporation is your corporation.  On August 25, 2003 we
will have our annual shareholders meeting at our headquarters in Orlando, FL.
A schedule will be available online soon.  During this meeting we will have an
opportunity to share some of our great products with you and answer your
questions. In the meantime, stay on the lookout for some new and exciting
announcements soon.

Sincerely,

/s/ Nicholas H. VandenBrekel

Nicholas H. VandenBrekel
Chief Executive Officer / Chairman of the Board

                                 [LOGO OMITTED]

                 Providing innovative and practical technologies
                   for communication, education and for life.


  In today's world, both public and private entities are challenged to learn how
                              to do more with less.

Sequiam  Corporation  provides  innovative  business  solutions  through  the
integration  of  technology  that  provide  practical  and  cost  effective
implementation  with  measurable  results.  Sequiam  sets  the  new standard for
business  through  its technologies that promote public and private partnerships
creating  social  enterprise that bridges the technology gap of what is possible
with  what  is  profitable.


                                       31
<PAGE>
Sequiam  provides  innovative, secure technology solutions that simplify the way
we learn, work and live.  Our client partnership approach provides our customers
with  complete  communication  mechanisms  that  promote  mutual  success.

Formed  through  proprietary  development  and  acquisitions  of  market-demand
products  and  services, Sequiam strategically offers implementation through its
five  wholly  owned  subsidiaries:


                               Sequiam Biometrics

                             Sequiam Communications

                                Sequiam Education

                                Sequiam Software

                                 Sequiam Sports


                                       32
<PAGE>
                                Company Overview

Trading  Symbol:  SQUM  (NASDAQ  -  OTCBB)

Founded in 1999 by Nicholas VandenBrekel and headquartered in Orlando, Florida,
Sequiam Corporation develops and provides integrated technology business
solutions.

Sequiam has developed a unique business approach that enables the company to
focus on specific technologies that can be applied to specific cost-effective
consumer and commercial applications.  Sequiam truly bridges the technology gap
of what is possible and what is profitable.

Many of the technologies we see today were initially developed for government,
defense, national security, space exploration and single use, never making it to
market simply because there were no practical or profitable applications for
commercial or consumer use.

Sequiam Corporation is strategically poised to capitalize on many of these
available technologies in a cost efficient manor by focusing on the needs of
specific target markets, integrating available technologies and applying them to
practical, cost-effective business solutions.

Sequiam Corporation is well positioned to become a leading provider of
technology-integrated business solutions and applications by understanding
today's business environment and the competitive challenges in this era of
Globalization, while many companies and organizations (both public and private)
are competing for the same shrinking dollar.  In this market and economic
environment, businesses need to learn how to do more with less - Sequiam has the
solutions.

Sequiam Corporation has been formed through its own solid base of proprietary
technologies and the acquisition of companies with products and services that
have completed the development stages and are ready for marketing and
integration.  This unique business approach affords the company higher margins
and greater return on investment since most capital outlays are for marketing
and integration - not for developing new technologies.

Sequiam's business model focuses on specific technologies that can be integrated
into business solutions and on the specific needs of its target market.  Current
products and services include; Biometric technology integration, web-based
software applications, Internet based content/programs and database marketing
management.  Sequiam's target industry focus for its products and services
includes:

          -    Government  agencies

          -    School  districts

          -    Universities

          -    Mid  to  large  size  national  and  international  corporations

          -    Consumer  direct

Sequiam Corporation's core business has been developed through existing
patent-pending technologies and its integration into proprietary applications.
Several business centers have already been established for Sequiam products and
services, and are currently being utilized in several enterprises that have
already proven successful and are poised for expansion into national and global
markets.


                                       33
<PAGE>
                                  Subsidiaries
                                        &
                              Current Product Line

Sequiam  Biometrics,  Inc.
--------------------------

    Currently, Sequiam is rolling out the first stand-alone biometric consumer
                                    product;
                                 The BioVault TM

Incorporating the latest Biometric Technologies with practical applications,
Sequiam Biometrics offers high level identification and authentication
technologies, systems and programs that are designed into a variety of security
and tracking systems.

Harnessing individuals' unique physiological and biological characteristics into
identification technologies, Sequiam Biometrics offer one of the most versatile
biometric designs that can be applied into a host of applications to meet
specific client needs and consumer and commercial applications.

Existing Biometric technologies utilize individual features that are external,
easily duplicated and unreliable.  Sequiam Biometrics' patented approach brings
together the captive reading of a fingerprint and the analysis of that
fingerprint for accurate identification that cannot be duplicated.

Creating the first stand-alone Biometric consumer product
---------------------------------------------------------
Sequiam Biometrics' most social conscious and innovative product, The BioVault,
was developed as an answer to responsible gun ownership, allowing gun owners a
cost effective way to keep a loaded weapon in a safe and secure storage unit,
yet have instantaneous access if needed. Utilizing Sequiam Biometrics' patented
fingerprint identification technology, only approved users as determined by the
owner are allowed access.

BioVault Marketing
------------------
Sequiam Biometrics has reached an oral agreement with the National Rifle
Association (NRA) to enter into a distributor agreement.  The NRA will act only
as a sales agent, and will offer the BioVault(TM) in its online store and
catalog.  Production of the BioVault(TM) began in July 2003 with small volumes
that the company expects will steadily increase through the third and fourth
quarter.  The NRA estimates sales to reach approximately 50,000 units over the
next twelve months solely through NRA distribution.

In addition to the NRA, Sequiam Biometrics has established a direct to consumer
marketing strategy that will increase consumer awareness and branding.
Discussions are currently underway with various distributors as well, which will
give Sequiam Biometrics a strong position for consumer related products
utilizing biometric technologies.

Sequiam believes that with the ability to offer consumer-need products utilizing
these advanced technologies at affordable prices, the company and its products
will be positioned for instant market acceptance and have the ability to
establish a large market share in this emerging industry.

Security  Applications
----------------------
Sequiam Biometrics' identification technologies are so versatile and cost
efficient that there are several applications currently under development:


                                       34
<PAGE>
     -    Computer  workstation  security

     -    Area  access

     -    Medical,  hospital  and  pharmaceutical

     -    Personnel  tracking  and  reporting

     -    Airport  security

Information and Data Gathering and Tracking
-------------------------------------------
In today's world, managing access is only one of the components of security
issues. With the technology and program support of the Sequiam Family of
companies, our Biometric technologies are easily integrated into database
programs, offering information gathering, tracking of personnel and identifying
non-approved access attempts.

Additional Business Opportunities and Biometric Applications
------------------------------------------------------------

Integrating Sequiam's biometric identification technologies with the company's
software creation capabilities, Sequiam has the ability to design customized
technology business solutions to meet the specific needs of its clients.

Sequiam was verbally notified on June 16, 2003, that we have been selected as
the biometric access provider for the pilot of the Pegasus project, a national
crime database that is being produced for the National Sheriffs' Association.
The intent of the Pegasus project is to provide a crime database that can be
available through subscription to all sheriff's departments in the United
States, as an alternative to the FBI database currently used by most sheriff's
departments.   After responding to a request for proposal from the National
Sheriffs' Association, we were selected to provide our biometric technology to
the pilot project to serve four sheriff's departments in different states as the
project proves to be successful; it will be implemented nationwide using
Sequiam's patented Biometric technology.

The company was recently engaged by several school districts to create a pilot
program for student attendance.  This pilot program will integrate Sequiam's
patented biometric identification with Sequiam's software and standardized
communication systems that would take, record and track student attendance as
well as notify parents if their child is absent or tardy.

Sequiam Biometrics is also in discussions with several financial institutions
who are interested in applying Sequiam's patented biometric fingerprint reader
to workstation security.

Sequiam Software, Inc.
----------------------

Sequiam Software's current intellectual property portfolio offers clients
complete turnkey or customized solutions designed to increase productivity,
enhance efficiency and dramatically lower operating costs while addressing
document management and copying needs.

Internet  Remote  Print  (IRP)
------------------------------
Internet Remote Print (IRP) is a web-based software application for documents to
be electronically sent from a remote location to a centralized Copy Center or
Print Shop.

Business  Solutions
Sequiam  IRP  (Internet  Remote Print), Sequiam DMS (Document Management System)
and  two  versions  of Sequiam IRP Duplicator (Sequiam IRPlicator Print Shop and
Sequiam  IRP  Remote  Copy)  offer  to  business  enterprises  synergistic,
cost-effective  solutions  for  digital  and  hard  copy  document  management
workflows.


                                       35
<PAGE>
Sequiam  IRP  and  Sequiam  DMS  facilitate  every step of the document workflow
including  document  creation,  scanning,  archiving,  indexing,  retrieval,
accounting  and  copying  (either  internally  or to an outsourced vendor) using
sophisticated access control and security features all packaged in an intuitive,
user-friendly  environment.

Current  users  of  the  Sequiam IRP and Sequiam IRP Duplicator systems include:

     -    Florida  State  University,

     -    Louisiana  State  University,

     -    Seminole  County  School  System,

     -    Volusia  County  School  District,

     -    Memorial  Health  Systems  and

     -    Orange  County  Convention  Center  in  Orlando,  Florida

In a case study recently performed by the Volusia County School System, it was
found that with the implementation of IRP, cost savings to the School District
have exceeded $500,000 per month.

In addition, Florida State University's Print Shop manager has been so excited
with the results of IRP that they will be featuring Sequiam's Internet Remote
Print software during their annual symposium in October, 2003, which will host
print shop managers from more than 70 Universities from around the country.

Sequiam has completed a three-month trial with Seminole County School Systems
utilizing Kinko's for all outsourcing.  This pilot project resulted with such
positive results that discussions are currently underway for Kinko's to
implement IRP software on a national level.

Excerpts  from  Pilot  Project  Report:
---------------------------------------
--------------------------------------------------------------------------------
Kinko's  is  in  a unique position to recognize and realize the potential of our
products.  As  you  know, we recently completed a three-month trial with Kinko's
and  our  customer,  Seminole  County School System ("SCSS").  SCSS used Sequiam
products  to  print  original  and  duplicated documents received in its central
print  facility  from schools and offices throughout the County.  Because of the
effectiveness and rapid user acceptance of Internet Remote Print, the previously
underutilized  print facility quickly became over utilized, even after expanding
their internal resources to include three (3) Heidelberg 9110 duplicators.  As a
result,  we  entered  into the pilot program with Kinko's to accept the overflow
using  the  very  same  Sequiam  software.  During the first three months of the
trial, the customer sent approximately 1,200,000 overflow impressions to Kinko's
electronically  using  our  system.  It  is  our understanding that SCSS will be
contracting to send a minimum of 750,000 impressions per month to Kinko's in the
2003/2004  school  year.

Unlike other electronic transmission systems, the Kinko's employees who used our
system did not have to download an email, open an application, and hope that the
customer  and  the  Kinko's  store  were using the same application software and
fonts, they only had to release the job directly to the print device. The result
was  a  dramatic  increase  in  operational efficiency and a lot of new business
driven  directly  and  automatically  to  Kinko's.

Sequiam believes that it will eventually make sense for many companies, school
districts and organizations to eliminate their internal print and copy shops,
dramatically decreasing overhead while increasing efficiency.  The reason simply
being that IRP provides an intuitive, easy-to-use tool to facilitate outsourcing
of a non-core, high overhead, zero-profit business function. By working together
with Kinko's, Sequiam can make that a reality in a very significant manner.
Using the results of the SCSS test as the premise, it is interesting to
interpolate such a
--------------------------------------------------------------------------------


                                       36
<PAGE>
result to Kinko's worldwide.  If each of Kinko's 1,100 stores have only one
client like SCSS who outsourced 400,000 new images a month using the Sequiam
Software, that would result in new business equal to 440 million images per
month or more than 5 billion per year.  Of course, this is a very simplistic
analysis, but it is certainly food for thought.   Sequiam also believes that
Kinko's internal use of the Sequiam products for load balancing between stores
and regional copy centers will yield additional cost savings and other
operational efficiencies.

Upcoming  new  users  of  the  Sequiam  IRP  and  Sequiam IRP Duplicator systems
include:

     -    Palm  Beach  County  Convention  Center

     -    Palm  Beach  County  School  District

These web-based software print applications are marketed through Sequiam
Corporation's wholly owned subsidiary Sequiam Software, Inc., which was formed
through the acquisition of several Internet based and software products and
companies.

Sequiam Education, Inc.
-----------------------

At Sequiam Education, Inc., we pride ourselves in maintaining and exceeding one
standard: developing products and services that offer practical solutions with
measurable results.  With school systems across the country being faced with
budget cuts, while also being asked to raise the level of educational
achievement, Sequiam Education provides solutions to meet these challenges by
combining the latest technology with the very fundamentals of education.

Sequiam offers management systems for communication as well as document and
information services that deliver tremendous cost savings, allowing school
systems to reallocate funds to other necessary projects. Our supplemental
educational enhancement learning programs enable students to achieve a higher
level of comprehension while empowering parents to become more involved in the
educational process.

Our programs concentrate on the core fundamentals of education and incorporate
direct communications among students, parents and teachers utilizing the latest
technological delivery systems.  Additional programs enhance communications
between school officials and help teachers produce lesson support materials more
efficiently.  All programs and services maintain complete data necessary to
measure results while providing for rapid retrieval of data and information.
Our programs include:


                                 [LOGO OMITTED]
                              EXTENDED CLASSROOM.TV

The Extended Classroom is a supplemental educational tool, designed to help
students and parents with:

          -    Comprehending  homework  assignments

          -    Preparing  for  achievement  testing

          -    Maintaining  a  higher  level  of  understanding

          -    Achieving  a  higher  comprehension  level

          -    Tracking  and  measuring  achievement  results


                                       37
<PAGE>
The Extended Classroom is an Internet-based program that offers videotaped
lesson summaries of the very concepts that are taught in our public school
classrooms. Written and presented by actual teachers, The Extended Classroom
offers more than 300 Lesson Concept Summaries (LCS) per grade for all four
disciplines:

          -    Language Arts

          -    Math

          -    Social Studies

          -    Science

The Extended Classroom covers grades K thru 12, with each LCS running an average
length of two minutes, offering approximately ten hours of video for each grade.

The Extended Classroom is truly one-of-a-kind. Each LCS has been carefully
written and delivered by actual teachers, guaranteeing that each LCS not only
meets required curriculum standards, but also covers and aligns with daily
homework assignments, covers the concepts that are required on achievement tests
and meets the benchmarks of the Sunshine State Standards.

The Extended Classroom is not a replacement, but a supplement to the educational
process, focusing on one of the key elements of the learning process,
repetition.

The Extended Classroom program is delivered via the Internet through Sequiam
Education's Advance Delivery System and available on companion CDs for students
without high-speed Internet access.

The Extended Classroom as an Assessment Tool
--------------------------------------------
One of the biggest challenges of any Educational program is tracking and
reporting measurable results. The Extended Classroom's unique data retrieval
system provides essential information for students, parents and educators,
allowing the measurement and reporting of student's comprehension and
achievement levels when using the program.

Integrated into the Lesson Concept Summaries (LCS) are relevant questions and
tests that each student takes while experiencing the program.  Information
gathered from both usage and test results are presented in customized reports to
educators, while at the same time providing instant feedback to students and
parents.

The Extended Classroom is will be available in November, 2003 for 3rd, 4th and
5th grades, and will be marketed through individual subscription and Master
Licensing Agreements (MLA') with school districts and after school programs and
organizations.

The Extended Classroom is marketed through Sequiam Education, which was formed
through the asset purchase of SBN.  This strategic acquisition furthers
Sequiam's penetration into the $16.3 billon market of Supplemental Educational
products.

Additional Products and Services offered under Sequiam Education:

Standardized Communication Systems (SCS)
----------------------------------------


                                       38
<PAGE>
Sequiam Education prides itself on understanding the needs and challenges in
Public Education.  Standardized communication is a vital component in the
day-to-day activities and management of a School System.  Improvement and
development of communication programs are not only a mandate, but also a
budgetary burden on School Districts.

Sequiam Education's Standardized Communication System (SCS) is designed to
provide cost-efficient and extremely effective communications among:

     -    School administrators and staff

     -    School administrators and parents

     -    Teachers and parents

     -    Parents and students

"911" -- Emergency Communication Program
----------------------------------------
Used primarily for communicating specific instructions and information in the
event of an emergency or disaster, school system superintendents have the
ability to pre-record emergency messages via phone and computer for each level
in the communication chain: principals, teachers, janitorial staff, security
personnel, administration and parents.  Each message can be standardized and
automatically sent via the phone and e-mail (voice and/or audio) through the
Internet.

"411" -- Informational Communication Program
--------------------------------------------
Similar to "911," this system is designed for each school principal to
standardize a pre-recorded message, deliverable via phone and computer for each
level in the communication chain; administration, teachers and parents.  The
"411" system allows each school to send out standardized messages that are
non-emergencies and are related to the specific school's activities, truancy and
behavioral issues.

HomeWorks
---------
The Sequiam HomeWorks system is a daily, automated program designed to allow
teachers to inform parents of homework assignments and other school related
information via phone and/or computer. Daily, teachers simply dial into an 800
number, enter their pre-assigned PIN and record their message. This audio
message is then delivered by an automated phone call to a number designated by
the parents and sent via the Internet to the parent's e-mail address.  Parents
have a designated 800 number to call in order to access the daily HomeWorks
message at will.

Sequiam Education's SCS programs afford School Districts cost effective
standardized communications that have been mandated by the Federal Government.
In addition, Sequiam's information database capabilities are designed to gather,
update and verify contact information.  This affords additional savings for:

     -    Updating school census information

     -    Updating school contact information

     -    Storing off-site data


                               SEQUIAM CORPORATION
                                300 Sunport Lane
                             Orlando, Florida 32809
                               Tel. (407) 541-0773
                               Fax (407) 240-1431


                                       39
<PAGE>
                           NOTICE OF ANNUAL MEETING OF
                           ---------------------------
                     STOCKHOLDERS TO BE HELD AUGUST 25, 2003


     Notice  is  hereby  given  that  the  Annual Meeting of the Stockholders of
Sequiam  Corporation  (the  "Company")  will  be  held  at the Company's offices
located  at  300  Sunport  Lane,  Orlando, Florida 32809, on August 25, 2003, at
10:00  a.m.

     The Board of Directors has fixed the close of business on July 18, 2003, as
the  record date for the determination of Stockholders entitled to notice of and
to  vote  at such meeting.  Stockholders are entitled to one vote for each share
held.  As  of  July  18, 2003, the Company had 36,540,747 shares of voting stock
issued  and  outstanding.


                                        SEQUIAM  CORPORATION


Date:         August 1, 2003            By:  /s/ Mark Mroczkowski
          --------------------             -----------------------------
                                           Mark  Mroczkowski,  Secretary


                                       40
<PAGE>
                               SEQUIAM CORPORATION
                                300 Sunport Lane
                             Orlando, Florida 32809
                               Tel. (407) 541-0773
                               Fax (407) 240-1431


                                 PROXY STATEMENT

     The accompanying proxy is solicited by the Board of Directors of the
Company for voting at the annual meeting of Stockholders to be held on August
25, 2003, and at any and all adjournments of such meeting.  If the proxy is
executed and returned, it will be voted at the meeting in accordance with any
instructions, and if no specification is made, the proxy will be voted for the
proposals set forth in the accompanying notice of the special meeting of
Stockholders.  Stockholders who execute proxies may revoke them at any time
before they are voted, either by writing to the Company at the address set forth
on page one or in person at the time of the meeting.  Additionally, any later
dated proxy will revoke a previous proxy from the same Stockholder.  This proxy
statement was mailed to Stockholders of record on or about July 18, 2003.

     Only the holders of the Company's common stock ("Voting Stock") are
entitled to vote at the meeting.  Each share of Voting Stock is entitled to one
vote, and votes may be cast either in person or by proxy.  A quorum consisting
of a majority of the shares entitled to vote is required for the meeting.  The
affirmative vote of the holders of a majority of the shares of the Company's
Voting Stock represented at the meeting is required to take all actions of the
stockholders currently on the agenda for the meeting.  As of July 18, 2003, the
Company had 36,540,747 outstanding shares of Voting Stock held by approximately
245 stockholders of record.

     Shares of the Company's Voting Stock represented by properly executed
proxies that reflect abstentions or "broker non-votes" will be counted as
present for purposes of determining the presence of a quorum at the special
meeting.  "Broker non-votes" represent shares held by brokerage firms in
"street-name" with respect to which the broker has not received instructions
from the customer or otherwise does not have discretionary voting authority.
Brokerage firms will not have discretionary authority to vote these
"street-name" shares with respect to any matter that comes before the
stockholders for vote, and therefore such shares will be counted as abstentions
from any matter that comes before the stockholders at the annual meeting.

                                     AGENDA

<TABLE>
<CAPTION>
<S>     <C>
        The following is the agenda for the annual meeting.

I.      Call meeting to order

II.     Roll call

III.    Proof of notice of meeting

IV.     Report of the Secretary of the stock represented at the meeting and the existence or lack of a quorum

V.      Reading of minutes of meeting held April 29, 2002, and approval or disposal of such minutes

VI.     Reports of officers

VII.    Reports of committees

VIII.   Unfinished business

IX.     Approval of Amendment to Bylaws Extending Term of Office for Directors.


                                        1
<PAGE>

X.      Election of Directors
</TABLE>

        Nominated  by  the  Board  of  Directors:     Nicholas  H.  VandenBrekel
                                                      Mark  Mroczkowski
                                                      James  C.  Stanley

XI.     Adjournment

                    PROPOSAL: APPROVAL OF AMENDMENT TO BYLAWS
                    -----------------------------------------
                     EXTENDING TERM OF OFFICE FOR DIRECTORS
                     --------------------------------------

     The Board of Directors amended and restated Section 4.3 of the Bylaws of
the Company by unanimous written consent.  The amendment and restatement
extended the term of office for each Director from one year to three years.  The
Board of Directors has submitted this amendment to the Bylaws to the
stockholders for approval.  If it is not so approved, the amendment and
restatement will not take effect, and the Directors shall continue to be elected
at each annual meeting.

     The Directors hereby request approval of the following amended and restated
     Section 4.3 of the Bylaws:

     Election  of Directors and Term of Office.  The Stockholders of the Company
     -----------------------------------------
     shall elect the directors at every third annual or adjourned annual meeting
     (except  as  otherwise  provided herein for the filling of vacancies). Each
     director shall hold office until his or her death, resignation, retirement,
     removal, or disqualification, or until his or her successor shall have been
     elected  and  qualified.

                              ELECTION OF DIRECTORS

     The Board of Directors has nominated the following individuals to serve as
Directors:

Nicholas H. VandenBrekel.  Nicholas H. VandenBrekel is the founder of Sequiam
------------------------
Corporation and serves as its President, CEO and Chairman.  Mr. VandenBrekel has
an extensive background in both military service as well as entrepreneurial
venues.  He is a native of the Netherlands and a citizen of the United States.
During the last five years, Mr. VandenBrekel has been the President and CEO of
Sequiam Software, Inc. (formerly known as Sequiam, Inc.) and the President and
CEO of Sequiam Communications, Inc. (formerly known as Brekel Group, Inc.).  In
the course of his assignments, he has been responsible for all aspects of
business development, teaching and operations, including strategic planning,
product and service development, marketing, and sales and staff development.  He
speaks several languages and has been a public speaker for many years.  Mr.
VandenBrekel has a degree in communications from the OPS Academy Royal
Netherlands Navy and is a licensed Helicopter Aviator.  He also holds degrees
and diplomas in electronics and the martial arts.  Nick received the 2001
businessman of the year award from the National Republican Congressional
Committee's Business Advisory Council.

Mark Mroczkowski.  Mark Mroczkowski has served as Senior Vice President and CFO
----------------
for Sequiam Corporation and Sequiam Software, Inc. since their inception and as
CFO for Brekel Group, Inc. since June 2000. He brings to the company an
extensive background as CFO and senior manager of other organizations. Prior to
Sequiam and Brekel, Mr. Mroczkowski was the Chief Financial Officer of GeoStar
Corporation from 1994 until 2000.  From 1975 until 1994, Mr. Mroczkowski
practiced public accounting with several large accounting firms and ultimately
formed his own successful firm. During those years he also founded or co-founded
and managed several other profitable ventures both domestically and
internationally.  Mr. Mroczkowski holds a B.S. degree in Accounting from Florida
State University, he is a Certified Public Accountant licensed in Florida and a
licensed commercial pilot.   He has managed private placements, debt financing
and IPO preparations for a number of firms.  He has also managed audit, tax and
consulting engagements for a variety of organizations.

Mr. James C. Stanley. James C. Stanley has held many important management
--------------------
positions as well as owned and operated his own businesses. Among his
accomplishments is the formation of an investment advisory firm that was sold to
Bache & Company. He also owned an advertising agency in New York, whose clients
included Citicorp,


                                        2
<PAGE>
Penske Racing, Hilton International, Holland American Lines and Banco Popular.
Mr. Stanley built, owned and operated Hilton Ski Resort in Breckenridge,
Colorado. Currently, Mr. Stanley is the founder of Concord Communications, Inc.
that is a joint venture with AT & T. Mr. Stanley serves on numerous not for
profit boards, including Vice Chairman of the International Center for Religion
and Diplomacy, Washington, DC. Mr. Stanley is a well-versed and sought after
consultant on business development, mergers and acquisitions. Since 1996, Mr.
Stanley has served as a Director and a principal in the Quasar Group, Inc., and
concurrently since 2000 he has served as Chairman if Smart Biometrics, Inc.,
prior to its acquisition by Sequiam. Both Quasar Group, Inc. and Smart
Biometrics are private companies.  Mr. Stanley has a BA and an MBA from the
University of Virginia.


PRINCIPAL  STOCKHOLDERS

     Our directors, officers and principal stockholders (5% or more of our
outstanding stock), taken as a group, together with their affiliates,
beneficially own, in the aggregate, approximately 70% our outstanding shares of
common stock.  The following table sets forth the number of and percentage of
outstanding shares of Voting Stock beneficially owned by each of the officers
and directors of the Company and as a group and those Stockholders owning more
than 5% of the Company's Common Stock as of July 18, 2003.

<TABLE>
<CAPTION>
                                   Shares Beneficially   Percentage of Shares
Name                               Owned                 Beneficially Owed
---------------------------------  --------------------  ---------------------
<S>                                <C>                   <C>
Nicholas VandenBrekel                     19,496,053(1)                 47.58%
Mark Mroczkowski                             128,053(2)                 14.96%
James W. Rooney                                526,666                   1.32%
L. Alan McGinn                               318,471(3)                  0.80%
James Christopher Stanley                  1,750,000(4)                  4.40%
Charles D. Vollmer                             250,000                   0.63%
James D. Ring                                208,500(5)                  0.53%
Charles W. Dunn                              175,000(6)                  0.44%
Officers and Directors as a group           27,516,690                  67.16%
Optimix Technology Fund, N.V.                2,666,666                   6.52%
</TABLE>

Footnotes to Table:
------------------
(1)  Nicholas VandenBrekel has the right to purchase on or before January 5,
2004, jointly with Mark Mroczkowski, the 8% Convertible Debenture in the
principal amount of $300,000, held by the La Jolla Cove Investors, Inc. (the
"Debenture").  The amount of stock shown in this table for Nicholas VandenBrekel
includes 1,171,053 shares of common stock that Nicholas VandenBrekel could
obtain on June 10, 2003, through the purchase and conversion of the Debenture
into common stock.  As of June 10, 2003, only $150,000 of the principal amount
of the Debenture had been funded, and therefore the maximum amount of the
Debenture that may be converted into common stock is $150,000.  On June 10,
2003, the Market Rate was $0.95, and therefore $150,000 of the Debenture would
be converted into 1,171,053 shares of common stock.  If Nicholas VandenBrekel
does not exercise such right, he will continue to hold only 18,325,000 shares of
common stock, which represents 46.04% of the class, not including the 6,600,000
shares of common stock that may be issued to the La Jolla Cove Investors, Inc.

(2)  Mark Mroczkowski has the right to purchase on or before January 5, 2004,
jointly with Nicholas VandenBrekel, the 8% Convertible Debenture in the
principal amount of $300,000, held by the La Jolla Cove Investors, Inc. (the
"Debenture.  The amount of stock shown in this table for Mark Mroczkowski
includes 1,171,053 shares of common stock that Mark Mroczkowski could obtain on
June 10, 3003, through the purchase and conversion of the Debenture into common
stock.  As of June 10, 2003, only $150,000 of the principal amount of the
Debenture had been funded, and therefore the maximum amount of the Debenture
that may be converted into common stock is $150,000.  On June 10, 2003, the
Market Rate was $0.95, and therefore $150,000 of the Debenture would be
converted into 1,171,053 shares of common stock.  If Mark Mroczkowski does not
exercise such right, he will continue to hold only 4,957,000 shares of common
stock, which represents 12.45% of the class, not including the 6,600,000 shares
of common stock that may be issued to the La Jolla Cove Investors, Inc.


                                        3
<PAGE>
(3)  L. Alan McGinn controls the voting and disposition of the shares of our
common stock held by W.M.W. Communications, Inc., and therefore, this chart
shows his beneficial interest in the 318,421 shares of common stock issued to
W.M.W. Communications, Inc.

(4)  James Christopher Stanley controls the voting and disposition of the shares
of our common stock held by Smart Biometrics, Inc., and therefore, this chart
shows his beneficial interest in the 1,500,000 shares of common stock issued to
Smart Biometrics, Inc.

(5)  James Ring controls the voting and disposition of the shares of our common
stock held by Telepartners, Inc., and therefore, this chart shows his beneficial
interest in the 165,000 shares of common stock issued to Telepartners, Inc.

(6)  Charles W. Dunn controls the voting and disposition of the shares of our
common stock held by Telepartners, Inc., and therefore, this chart shows his
beneficial interest in the 165,000 shares of common stock issued to
Telepartners, Inc.

     Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities.  In accordance with Securities and Exchange
Commission rules, shares of our common stock which may be acquired upon exercise
of stock options or warrants which are currently exercisable or which become
exercisable within 60 days of the date of the table are deemed beneficially
owned by the optionees.  Subject to community property laws, where applicable,
the persons or entities named in the table above have sole voting and investment
power with respect to all shares of our common stock indicated as beneficially
owned by them, unless otherwise noted.

                        AVAILABILITY OF FILINGS MADE WITH
                     THE SECURITIES AND EXCHANGE COMMISSION

     The Company's Annual Report on Form 10-KSB is included with this proxy
solicitation.  Copies of the foregoing filings and any other document filed with
the Securities and Exchange Commission during the last twelve (12) months may
obtained by visiting our web site at www.sequiam.com, or by written request
addressed to the Secretary of the Company at the address is provided on the
first page of this proxy statement.


                                        4
<PAGE>