UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB/A
                                (AMENDMENT NO. 1)

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

                   For the fiscal year ended December 31, 2002
                        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:  Common
                                      Stock

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:  $358,470.

The  aggregate  market  value  of  the Common Stock held by nonaffiliates of the
Registrant  as  of  March  7, 2003, was approximately $36,469,000 based upon the
closing price of the Registrant's Common Stock on such date.

There  were  36,107,747  shares of Common Stock outstanding as of March 7, 2003.

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


<PAGE>
                                EXPLANATORY NOTE

     We  hereby  amend  Item  11  of  Part III of our Form 10-KSB for the annual
period  ended  December 31, 2002, to include as part of the beneficial ownership
held  by Nicholas VandenBrekel and Mark Mroczkowski, common stock which Nicholas
VandenBrekel  and Mark Mroczkowski, jointly, have the right to purchase pursuant
to  the  Put  and Call Agreement, dated as of April 16, 2003, a copy of which is
added  to our Form 10-KSB by this Amendment as Exhibit 10.10.  Item 11 is hereby
deleted  from  our  original  10-KSB  and  replaced  with  the  following:

                                    PART III

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

The table below sets forth, as of March 7, 2003, 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                     22,925,000(1)                56.316%
Mark Mroczkowski                           9,557,000(2)                23.477%
Officers and Directors as a group           27,782,000                 68.247%
Optimix Technology Fund, N.V.                2,666,666                  7.386%
</TABLE>


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

     (1)  Nicholas  VandenBrekel  has the right to purchase on or before January
5,  2004,  jointly  with  Mark  Mroczkowski,  an 8% Convertible Debenture in the
principal  amount of $300,000, that may be converted into a maximum of 4,600,000
shares  of  common stock. The terms of the 8% Convertible Debenture are included
as an exhibit to our Form 8-K, filed with the Securities and Exchange Commission
on  March 13, 2003, as amended by that certain letter agreement, dated April 16,
2003,  and  included as an exhibit to our Form 8-K filed with the Securities and
Exchange  Commission  on  April  17,  2003.  The  terms  of  the  8% Convertible
Debenture,  as  amended,  are  hereby  incorporated  into  this  report  by this
reference.  The  amount  of  stock shown in this table for Nicholas VandenBrekel
includes  all  4,600,000  possible  shares  of  common  stock  that  Nicholas
VandenBrekel  could  obtain  through  the  purchase  and  conversion  of  the 8%
Convertible  Debenture  into  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  50.751%  of  the  class

     (2)  Mark  Mroczkowski  has  the  right to purchase on or before January 5,
2004,  jointly  with  Nicholas  VandenBrekel, an 8% Convertible Debenture in the
principal  amount of $300,000, that may be converted into a maximum of 4,600,000
shares  of  common stock. The terms of the 8% Convertible Debenture are included
in  this  report by reference set forth in footnote 1 above. The amount of stock
shown  in this table for Mark Mroczkowski includes all 4,600,000 possible shares
of  common  stock  that  Mark  Mroczkowski could obtain through the purchase and
conversion  of  the  8%  Convertible  Debenture  into  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  13.728%  of the class.


<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits required by Item 601 of Regulation S-B.

10.10     Put and Call Agreement, dated April 16, 2003.



                                   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.


SEQUIAM CORPORATION


Date:  April 16, 2003

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


By: /s/ Mark Mroczkowski
-----------------------------------------------
Mark L. Mroczkowski, Chief Financial Officer



<PAGE>