**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      DC 20549**





**FORM
      10-KSB/A**


**Amendment
      No. 2**


**(Amending
      Part II—Item 8A)**





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





**For
      the fiscal year ended December 31, 2004**


**Commission
      file number 333-45678**





**SEQUIAM
      CORPORATION**


(Name
      of
      small business issuer in its charter)





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








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





**Issuers
      telephone number  (407) 541-0773**





**Securities
      registered pursuant to Section 12(b) of the Exchange Act:
      None**





**Securities
      registered pursuant to Section 12(g) of the Exchange Act:
      None**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. x Yes  ̈ No





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





Issuer's
      revenues for its most recent fiscal year:  $265,494.





The
      aggregate market value of the Common Stock held by nonaffiliates of the
      Registrant as of March 1, 2005, was approximately $8,997,439 based upon the
      closing price of the Registrant's Common Stock on such date.





There
      were 49,985,774  shares
      of
      Common Stock outstanding as of March 1, 2005.





Documents
      incorporated by reference.


Transitional
      Small Business Disclosure Format (Check
      one):  Yes  ̈ ;  No x
















**EXPLANATORY
      NOTE**


This
      Amendment No. 2 on Form 10-KSB/A is being filed to amend Part II,
      Item 8A of the Company's Annual Report on Form 10-KSB for the fiscal year
      ended December 31, 2004, filed on April 26, 2005 (the “Original 10-KSB”). This
      Amendment No. 2 updates only the information regarding the Company’s
      Controls and Procedures in Part II, Item 8A. Unaffected items have not been
      repeated in this Amendment No. 2. This Amendment No. 2 does not otherwise
      alter the disclosures set forth in the Original 10-KSB, and does not reflect
      events occurring after the filing of the Original 10-KSB. This Amendment
      No. 2 is effective for all purposes as of the date of the filing of the
      Original 10-KSB.





**PART
      II**





**ITEM
                8A.**
            **CONTROLS
                AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





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





**Changes
      in Internal Control Over Financial Reporting**





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














**SIGNATURES**




In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly authorized.




SEQUIAM
                CORPORATIONDate:  February
                9, 2006By:  /s/
                Nicholas H. VandenBrekelNicholas
                H. VandenBrekel, Chairman, President andChief
                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:  February
                9, 2006By:  /s/
                Nicholas H. VandenBrekelNicholas
                H. VandenBrekel, Chairman, President andChief
                Executive OfficerDate:  February
                9, 2006By:  /s/
                Mark L. MroczkowskiMark
                L. Mroczkowski, Senior Vice President andChief
                Financial Officer