As filed with the U.S. Securities and Exchange Commission on December 17, 2004

REGISTRATION NO. 333-115928

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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________

FORM SB-2/A
(AMENDMENT NO. 5)

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_____________________________________

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

CALIFORNIA 73723 33-0875030
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

300 SUNPORT LANE, ORLANDO, FLORIDA 32809
(407) 541-0773

(Address and telephone number of principal executive
offices)
_____________________________________
300 SUNPORT LANE, ORLANDO, FLORIDA 32809
(407) 541-0773

(Address of principal place of business or intended
principal place of business)
_____________________________________
NICHOLAS H. VANDENBREKEL
CHIEF EXECUTIVE OFFICER
300 SUNPORT LANE, ORLANDO, FLORIDA, 32809
(407) 541-0773

(Name, address and telephone number of agent for
service)
_____________________________________

Copy to:
RANDOLPH H. FIELDS, ESQ.
GREENBERG TRAURIG, P.A.
450 SOUTH ORANGE AVENUE
ORLANDO, FLORIDA 32801
TEL: (407) 420-1000; FAX: (407) 420-5909
_____________________________________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]

______________________________________
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT BEING REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE (1) (2) OFFERING PRICE PER SHARE AGGREGATE OFFERING REGISTRATION
REGISTERED PRICE FEE
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Common Stock,
par value $.001 per share 7,833,334 shares(3) $ 0.33(3) $ 2,585,000.22 $ 327.52
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Common Stock,
par value $.001 per share 222,222 shares(4) $ 0.41(4) $ 91,111.02 $ 11.54
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Common Stock,
par value $.001 per share 222,222 shares(4) $ 0.50(4) $ 111,111.00 $ 14.08
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Common Stock,
par value $.001 per share 222,222 shares(4) $ 0.58(4) $ 128,888.76 $ 16.33
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Common Stock,
par value $.001 per share 470,000 shares(5) $ 0.33(5) $ 155,100.00 $ 19.65
- -------------------------------------------------------------------------------------------------------------------
Total 8,970,000 shares $ 3,071,211. $ 389.12
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(1) This registration statement shall also cover any additional shares of
common stock that shall become issuable by reason of any stock dividend,
stock split, recapitalization or other similar transaction effected without
the receipt of consideration that results in an increase in the number of
the outstanding shares of common stock.

(2) Includes all the shares of our common stock that we estimate are issuable
upon conversion of an outstanding secured convertible term note and the
exercise of the common stock purchase warrant by the selling stockholder.
The number of shares of common stock registered hereunder represents a good
faith estimate by us of the number of shares of common stock issuable upon
conversion of the outstanding secured convertible term note and upon
exercise of the common stock purchase warrant. As a result, 8,970,000
shares of common stock is the maximum number of shares that the selling
stockholder may sell pursuant to this prospectus. The selling stockholder
may not rely upon Rule 416 to sell more than 8,970,000 shares pursuant to
this prospectus.

(3) Issuable upon conversion of an outstanding secured convertible term note at
a conversion price of $0.33 per share. Includes 1,772,728 shares which may
be issuable on account of interest and any possible penalties or
anti-dilution adjustment. This prospectus is not available for the resale
of shares received in payment of interest pursuant to the selling
stockholder's voluntary election to convert any portion of the outstanding
secured convertible term note.

(4) Issuable upon exercise of an outstanding common stock purchase warrant
which is exercisable into (a) 222,222 shares at $0.41 per share; (b)
222,222 shares at $0.50 per share; and (c) 222,222 shares at $0.58 per
share.

(5) Issuable upon exercise of an outstanding common stock purchase warrant
which is exercisable into 470,000 shares at $0.33 per share.

______________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
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PROSPECTUS

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION, DATED DECEMBER 17, 2004

SEQUIAM CORPORATION

8,970,000 SHARES OF COMMON STOCK
______________________________________

TO BE OFFERED BY THE HOLDER OF A SECURED CONVERTIBLE TERM NOTE
AND COMMON STOCK PURCHASE WARRANT OF
SEQUIAM CORPORATION
______________________________________

This prospectus relates to the sale of up to 8,970,000 shares of our common
stock by the selling stockholder listed in this prospectus. The shares offered
by this prospectus include 6,060,606 shares of our common stock issuable upon
conversion of an outstanding secured convertible term note, 1,772,728 shares of
our common stock issuable on account of interest and any possible penalties or
anti-dilution adjustment relating to the term note and up to 1,136,666 shares of
our common stock issuable upon exercise of outstanding common stock purchase
warrants. This prospectus is not available for the resale of shares received in
payment of interest pursuant to the selling stockholder's voluntary election to
convert any portion of the outstanding secured convertible term note.These
shares may be sold by the selling stockholder from time to time in the
over-the-counter market or other national securities exchange or automated
interdealer quotation system on which our common stock is then listed or quoted,
through negotiated transactions or otherwise at market prices prevailing at the
time of sale or at negotiated prices.

Pursuant to registration rights granted to the selling stockholder, we are
obligated to register the shares which may be acquired upon conversion of a
secured convertible term note and exercise of common stock purchase warrants by
the selling stockholder. We will receive none of the proceeds from the sale of
the shares by the selling stockholder, except upon exercise of the common stock
purchase warrant. We will bear all expenses of registration incurred in
connection with this offering, but all selling and other expenses incurred by
the selling stockholder will be borne by it.

Our common stock is quoted on the OTC Bulletin Board under the symbol
"SQUM.OB." The high and low bid prices for shares of our common stock on
November 30, 2004, were $0.44 and $0.35, respectively, based upon bids that
represent prices quoted by broker-dealers on the OTC Bulletin Board. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.

Any broker-dealer executing sell orders on behalf of the selling
stockholder may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. Commissions received by any broker-dealer may be deemed
to be underwriting commissions under the Securities Act of 1933.
___________________________________

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
PLEASE CAREFULLY REVIEW THE SECTION TITLED "RISK FACTORS" BEGINNING ON PAGE 4.
___________________________________

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________________

THE DATE OF THIS PROSPECTUS IS DECEMBER 17, 2004

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, SHARES OF COMMON STOCK IN ANY JURISDICTION
WHERE OFFERS AND SALES WOULD BE UNLAWFUL. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS COMPLETE AND ACCURATE ONLY AS OF THE DATE ON THE FRONT COVER OF
THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY
SALE OF THE SHARES OF COMMON STOCK.
_____________________________________

TABLE OF CONTENTS

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE OFFERING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . 11
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 12
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . 12
MANAGEMENT'S DISCUSSION AND ANALYSIS. . . . . . . . . . . . . . . . . . . . . . . 14
BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
MANAGEMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
STOCK OWNERSHIP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
ORGANIZATION WITHIN LAST FIVE YEARS . . . . . . . . . . . . . . . . . . . . . . . 40
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. . . . . . . . . . . . . . . . . . 40
PRINCIPAL AND SELLING STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . . . 41
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
INDEX TO CONSOLIDATED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . F-1
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM . . . . . . . . F-2
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM . . . . . . . . F-3
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Operations . . . . . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Shareholders' Deficit . . . . . . . . . . . . . . F-6
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . F-7
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . F-8
Condensed Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . F-26
Condensed Consolidated Statements of Operations . . . . . . . . . . . . . . . F-27
Condensed Consolidated Statements of Shareholders' Deficit . . . . . . . . . F-28
Condensed Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . F-29
Condensed Consolidated Statements of Cash Flows (Continued) . . . . . . . . . F-30
Notes to Condensed Consolidated Financial Statements. . . . . . . . . . . . . F-31

SUMMARY

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You should read the following summary together with the more detailed
information contained elsewhere in this prospectus, including the section titled
"Risk Factors," regarding our company and the common stock being sold in this
offering. Unless the context otherwise requires, "we," "our," "us" and similar
phrases refer, collectively, to Sequiam Corporation and its subsidiaries.

FINANCIAL INFORMATION

We have incurred net losses each year since our inception. As of September
30, 2004, we had revenues of $180,174, an accumulated deficit of $9,916,072 and
total stockholders deficit of $3,437,667.

A more detailed discussion regarding our financial condition can be found
under the heading "Management's Discussion and Analysis."

OUR BUSINESS

We are an information management, software and security technology company.
Through our subsidiaries, we develop, market and support a portfolio of
Internet, print enterprise-wide software products and biological identification
security systems for the business, law enforcement, education and travel
industries. Our operations are divided into two distinct operating segments:
(a) Safety and Security; and (b) Information Management.

Our Safety and Security segment develops biological identification security
systems. Our leading products are: (a) the BioVault(TM), an access denial
device used to securely store personal firearms, jewelry and important documents
by utilizing fingerprint recognition technology to control access to the
contents of the access denial device; and (b) BritePrint, a light-emitting,
diode-based, headband-mounted light source developed to enhance the detection of
dusted latent fingerprints. We also helped develop an alternate version of the
BioVault(TM) called the Q300, which we have licensed to Security Marketing
Group, LLC. On May 14, 2004, we introduced a new product, the SEQUIAM-BIOLOCK,
a biometric door locking technology which we hope to begin marketing in late
2004 or 2005.

Our Information Management segment develops web-based applications for the
business, education and travel industries. Our major products are: (a) Sequiam
IRP (sometimes marketed as Print It, 123!), an Internet Remote Print software
that enables users to print or copy documents from their computer to printers at
local or other sites; (b) Sequiam IRPlicator (sometimes marketed as Scan It,
123!), an Internet Remote Print Duplicator that scans documents and transmits
the scanned documents to a central print manager; (c) Book It, Rover!, a
web-based application service that allows destination promotion agencies (such
as a local chamber of commerce) to offer its web-site visitors to purchase hotel
reservations and attraction tickets, and make transportation arrangements; and
(d) the Extended Classroom, a series of 300 internet-based educational
supplement videos for grades 1-12 students and their parents.

Our Information Management segment also provides custom software and
database development, develops custom education software and, through our
relationship with the World Olympians Association (which is a global
organization representing Olympians and is the "Fourth Pillar" of the Olympic
Community and supported by the IOC Athletes' Advisory Commission), maintains the
email distribution of the "Olympian Insight," a weekly electronic publication
----------------
that is sent to Olympic athletes, and "Olympian Roundup," a monthly electronic
----------------
publication that is sent to Olympic athletes.

Our Information Management segment consists of the following subsidiaries:
(a) Sequiam Software, Inc.; (b) Sequiam Sports, Inc.; and (c) Sequiam Education,
Inc. Our Safety and Security segment consists of the following subsidiaries:
(a) Sequiam Biometrics, Inc.; and (b) Fingerprint Detection Technologies, Inc.

A more detailed discussion regarding our business can be found under the
heading "Business."

RECENT EVENTS
- -------------

Effective October 27, 2004, we entered into an Amendment and Waiver to
Securities Purchase Agreement and Related Agreements with Laurus Master Fund,
Ltd. amending the following agreements previously entered into by us and Laurus
on April 27, 2004: (a) the securities purchase agreement; (b) secured
convertible term note; (c) the common stock purchase warrant; and (d) the
registration rights agreement. This agreement was entered into in reliance upon
exemptions from registration pursuant to Section 3(a)(9) of the Securities Act
of 1933, as amended.
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- --------------------------------------------------------------------------------
Pursuant to this agreement, Laurus: (a) waived our technical default of
Section 6.12(f) of the Securities Purchase Agreement for failing to obtain their
approval of the recent financing transactions described below; and (b) in
satisfaction of due and unpaid fees of $49,333, incurred by us for failing to
cause this registration statement registering the shares underlying the secured
convertible term note and the common stock purchase warrant to be declared
effective by the SEC by August 30, 2004, we issued to Laurus a warrant to
purchase 470,000 shares of our common stock at an exercise price of $0.33 per
share.

Pursuant to this agreement, Laurus will not require us to make principal or
interest payments under the secured convertible term note until May 2, 2005.
Thereafter, we promised to pay Laurus $75,758 per month, together with any
accrued and unpaid interest, until the maturity date of the secured convertible
term note. The secured convertible term note was further amended by decreasing
the fixed conversion price of the secured convertible term note from $0.66 per
share to $0.33 per share.

The securities purchase agreement was amended to permit us to incur
unsecured subordinated indebtedness in the aggregate principal amount not to
exceed $1,025,000, so long as such indebtedness is subordinated to the our debt
to Laurus. The $875,000 in additional financing, as more fully described below
and in: (a) the Form 8-K filed with the SEC on September 13, 2004; and (b) the
Form 8-K filed with the SEC on October 4, 2004, is included in this amount.

The common stock purchase warrant was amended by decreasing the exercise
price of the common stock purchase warrant to equal as follows: (a) $0.41 for
the first 222,222 shares; (b) $0.50 for the next 222,222 shares; and (c) $0.58
for any additional shares acquired under the common stock purchase warrant.

The registration rights agreement was amended to lengthen the date that our
registration statement registering the shares underlying the secured convertible
term note and each of the common stock purchase warrants must be declared
effective by the SEC from August 30, 2004 to December 19, 2004.

CORPORATE STRUCTURE
- -------------------

The following chart reflects an overview of our corporate organization
(including jurisdictions of incorporation and percentage owned by the parent
corporation) as of September 30, 2004.
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THE OFFERING

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Common stock offered by the selling stockholder:

Number of shares that may be issued upon
conversion of outstanding secured convertible
term note. . . . . . . . . . . . . . . . . . . . . . . 7,833,334 shares (1)
Number of shares that may be issued upon
exercise of outstanding common stock purchase warrants. 1,136,666 shares
------------------
Total shares offered . . . . . . . . . . . . . . . 8,970,000 shares

Common stock outstanding . . . . . . . . . . . . . . . . . 47,372,527 shares (2)

Use of proceeds. . . . . . . . . . . . . . . . . . . . . . We will receive none of the proceeds from
the sale of the shares by the selling
stockholder, except upon exercise of the
common stock purchase warrants.

OTC Bulletin Board symbol. . . . . . . . . . . . . . . . . SQUM.OB

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . This securities offering involves a high
degree of risk. See "Risk Factors" on
page 4.

_______________________________

(1) Includes 6,060,606 shares of our common stock issuable upon conversion of
an outstanding secured convertible term note and 1,772,728 shares of our
common stock issuable on account of interest and any possible penalties or
anti-dilution adjustment relating to the term note. This prospectus is not
available for the resale of shares received in payment of interest pursuant
to the selling stockholder's voluntary election to convert any portion of
the outstanding secured convertible term note.

(2) As of November 30, 2004. Does not include shares of our common stock that
are reserved for issuance pursuant to an outstanding secured convertible
term note and common stock purchase warrants, and shares available for
future issuance under our 2003 Employee Stock Incentive Plan and the 2003
Non-Employee Directors and Consultants Stock Plan.
- ----------------------------------------------------------------------------------------------------

RISK FACTORS

An investment in our common stock involves a high degree of risk. You
should carefully consider the following material risks, together with the other
information contained in this prospectus, before you decide to buy our common
stock. If any of the following risks actually occur, our business, results of
operations and financial condition would likely suffer. In these circumstances
the market price of our common stock could decline, and you may lose all or part
of your investment.

RISKS RELATED TO OUR BUSINESS AND INDUSTRY

WE HAVE LIMITED OPERATING FUNDS, AND OUR ABILITY TO CONTINUE AS A GOING CONCERN
IS DEPENDENT UPON OUR ABILITY TO OBTAIN ADDITIONAL CAPITAL TO OPERATE THE
BUSINESS.

We have incurred net losses and negative cash flows from operations since
our inception. Our lack of sufficient financing to implement our business plan,
and our expectation of continued operating losses for the foreseeable future
raises doubt about our ability to continue as a going concern. Our ability to
continue as a going concern is heavily dependant upon our ability to obtain
additional capital to sustain operations. Although we are presently attempting
to secure additional financing to continue our operations, there is no assurance
additional capital will be available on acceptable terms, if at all.

WE HAVE INCURRED OPERATING LOSSES IN THE PAST AND MAY INCUR SIGNIFICANT
OPERATING LOSSES IN THE FUTURE.

We have incurred net losses each year since our inception. Our business has
no record of profitability and it may never become profitable. As of September
30, 2004, we had an accumulated deficit of $9,916,072 and total stockholders
deficit of $3,437,667. Our ability to obtain profitability on a quarterly or
annual basis in the future depends in part on the rate of growth of our target
markets, the acceptance of our products and services, the competitive position
of our products and services, our ability to develop new products and our
ability to manage expenses.

WE NEED TO OBTAIN ADDITIONAL FINANCING BECAUSE WE MAY NOT HAVE ADEQUATE FUNDING
TO CONTINUE OPERATIONS.

Although we received a $2,000,000 convertible term note from Laurus Master
Fund, Ltd., the proceeds from the Laurus transaction will not be adequate to
support our operations while we build sales revenues from our products. As of
the date of this registration statement, the proceeds from the Laurus
transaction have been completely exhausted and we may not have enough funding to
continue our operations. Laurus Master Fund, Ltd. has committed to provide us
with an additional $1,000,000 if we meet certain performance milestones. The
performance milestones will be satisfied if:

- we have provided Laurus ten business days prior written notice of our
desire to incur the $1,000,000;

- We have paid to Laurus all other fees and expenses then due and
payable to Laurus;

- no event of default has occurred and is continuing beyond any
applicable cure period;

- We have a sufficient number of authorized shares available to be
registered to permit the full conversion by Laurus at the applicable
fixed conversion price of the $1,000,000 into freely tradeable shares;

- We have delivered to Laurus all applicable transaction documents; and

- (A) (1) the average closing price of our common stock, as reported by
Bloomberg, L.P. for the five trading days immediately preceding the
delivery of our funding request, was greater than or equal to $0.43
per share; and (2) either: (i) an effective current registration
statement covering the shares to be issued in connection with the
conversion of the principal, interest and fees owed under the secured
convertible term note and the exercise of the common stock purchase
warrants exists; or (ii) an exemption from registration for such
shares is available pursuant to Rule 144 of the Securities Act of
1933, as amended; or (B) (1) the aggregate amount of revenue generated
by us and our subsidiaries for the two fiscal months ended prior to
the delivery of our funding request equals or exceeds $333,333 for
each such fiscal month; and (2) we have delivered to Laurus unaudited
income statements for each such fiscal month reflecting a revenue
amount in excess of $333,333 for each such fiscal month.

As of the date of this registration statement, we have not satisfied these
milestones or obtained the $1,000,000. We cannot guarantee that we will ever
satisfy these milestones or obtain the $1,000,000. As a result, we must obtain
additional financing from other sources. As of the date of this registration
statement, although we have engaged investment bankers to raise additional
capital, we have been unable to secure such additional capital. In addition to
our efforts to obtain additional permanent financing, we obtained an additional
$775,000 in short-term loans in September 2004 and an additional $100,000 in
November 2004. On December 1, 2004, we also reduced our staff from 24 full-time
salaried and one part-time hourly employees to four full-time salaried, and two
part-time hourly and four full-time unpaid employees and three commission only
salespersons. We also terminated three contractors. These and other changes have
reduced our monthly cash requirements to approximately $165,000 and we estimate
that we will require approximately $1,980,000 to fund our operations for the
next 12 months. The combination of increasing sales, reduced expenses and
short-term loans will allow the company to continue operations until such time
as additional permanent financing can be obtained and then until sales levels
allow us to draw the remaining $1,000,000 available under the Laurus agreement.
If we are unable to obtain the $1,000,000 in additional financing, however, our
business prospects, operating results and financial condition may be materially
and adversely affected to such an extent that we are forced to restructure, sell
some of our assets or curtail our operations, any of which would have a
detrimental effect on the value of our common stock.

SINCE WE HAVE A LIMITED OPERATING HISTORY, IT MAY BE DIFFICULT FOR YOU TO ASSESS
OUR BUSINESS AND FUTURE PROSPECTS.

We did not launch our Information Management segment until 2002 or our
Safety and Security segment until 2003, and most of our operating subsidiaries
were formed as a result of various acquisitions with development stage
companies. As a consequence, we have a limited operating history available to
evaluate our business and prospects. You should consider our prospects in light
of the following risks, expenses and uncertainties, particularly those that
rely, in part, on the technology market:

- management of an expanding business in a rapidly changing market;

- attracting new customers and maintaining customer satisfaction;

- introducing new and enhanced services, products and alliances; and

- maintaining profit margins, notwithstanding price competition or
rising wholesale prices.

To address these risks we must successfully:

- develop and extend relationships with manufacturers, distributors,
alliance partners and value added resellers;

- implement an evolving and unproven business model; and

- manage growth, if any.

We have incurred net losses and negative cash flows from operations since
our inception. We do not have sufficient funds to follow through on these
initiatives and may find that these initiatives are more expensive than
anticipated. For the nine months ended September 30, 2004, we had an accumulated
deficit of $9,916,072 and a net loss of $3,314,231. Increases in expenses would
further increase our operating losses. Moreover, the timing of such expenses can
contribute to fluctuations in our quarterly operating results. If we cannot
generate sufficient funds to successfully manage these risks, our business will
suffer. We cannot assure you that we will successfully address these risks or
that our business strategy will be successful.

WE ARE DEPENDENT ON OUR INFORMATION MANAGEMENT SEGMENT'S PRODUCTS AND SERVICES,
AND THE ABSENCE OF CONTINUED MARKET ACCEPTANCE OF THESE PRODUCTS OR SERVICES
COULD HARM OUR BUSINESS.

We derive a substantial portion of our revenue from a limited number of our
Information Management segment's products and services. Although we believe that
our Safety and Security segment will eventually provide increased revenues, we
expect to derive a substantial portion of our revenue from our Information
Management segment and related products and services for the remainder of 2004.
We are particularly dependent on our custom software, web development, web
hosting services and consulting services. These services constituted a
substantial portion of our total revenue in 2003 and the first nine months of
2004. Continued market acceptance of these products and services is critical to
our future success.

OUR BRAND MAY NOT ATTAIN SUFFICIENT RECOGNITION.

We believe that establishing, maintaining and enhancing our brand is a
critical aspect of our efforts to develop and expand our operations. The number
of Internet service providers and software developers that offer competing
services, many of which already have well-established brands, increases the
importance of establishing and maintaining brand name recognition. To attract
and retain customers, and to promote and maintain our operations in response to
competitive pressures, we may find it necessary to increase substantially our
financial commitment to creating and maintaining a strong brand loyalty among
customers. This will require significant expenditures on advertising and
marketing. If we incur excessive expenses in an attempt to promote and maintain
our products and services, our business prospects, operating results and
financial condition would be materially and adversely affected to such an extent
that we are forced to restructure, sell some of our assets or curtail our
operations, any of which would have a detrimental effect of the value of our
common stock. For example, although we have expended considerable time and
energy in developing a relationship with the National Rifle Association to
market and advertise the BioVault(TM), to date, we have not derived significant
revenue from this relationship nor can we assure that we ever will.

OUR MANAGEMENT MAY BE UNABLE TO EFFECTIVELY INTEGRATE OUR ACQUISITIONS AND TO
MANAGE OUR GROWTH AND WE MAY BE UNABLE TO FULLY REALIZE ANY ANTICIPATED BENEFITS
OF THESE ACQUISITIONS.

Our future results will depend in part on our success in implementing our
acquisition strategy. This strategy is limited to effecting acquisitions of
companies with complementary technology and supplier relationships. Our ability
to implement this strategy will be dependent on our ability to identify,
consummate and successfully assimilate acquisitions on economically favorable
terms. In addition, acquisitions involve a number of special risks that could
adversely effect our operating results, including the diversion of management's
attention, failure to retain key acquired personnel, risks associated with
unanticipated events or liabilities, legal, accounting and other expenses
associated with any acquisition, some or all of which could increase our
operating costs, reduce our revenues and cause a material adverse effect on our
business, financial condition and results of operations to such an extent
that we are forced to restructure, sell some of our assets or curtail our
operations, any of which would have a detrimental effect on the value of our
common stock.

WE OPERATE IN A HIGHLY COMPETITIVE MARKET AND COMPETE WITH COMPANIES THAT HAVE
SIGNIFICANTLY LARGER OPERATIONS AND GREATER FINANCIAL RESOURCES; WE MAY NOT BE
ABLE TO COMPETE EFFECTIVELY AGAINST SUCH COMPANIES, WHICH COULD RESULT IN
ADDITIONAL LOSSES.

We are subject to extensive competition from numerous competitors. We
cannot assure you that we will be able to compete successfully or that
competitive pressures will not damage our business.

Our competition includes:

- internet service providers and developers;

- educational technology companies such as Riverdeep, Brainpop,
Testbuddy and Esylvan; and

- biometric companies such as 9g Products.

Many of our competitors are larger and have substantially greater
financial, distribution and marketing resources. If we cannot compete
successfully against such competitors, it will impair our ability to maintain
our market position.

For example, the biometric technology industry is highly competitive and
rapidly changing. Many companies are currently exploiting the benefits of
fingerprint recognition technologies. As a result, competing biometric
technology companies could develop products substantially similar or superior to
the BioVault(TM), BritePrint or SEQUIAM-BIOLOCK. In addition, our Safety and
Security segment could be adversely affected if other forms of biometric
identification technologies (such as retinal, iris or face recognition) are
utilized to develop superior products.

WE RELY ON THE SERVICES OF OUR KEY PERSONNEL, AND IF WE ARE UNABLE TO RETAIN OUR
CURRENT PERSONNEL AND HIRE ADDITIONAL PERSONNEL, OUR ABILITY TO DEVELOP AND
SUCCESSFULLY MARKET OUR PRODUCTS AND SERVICES COULD BE HARMED.

We rely upon the continued service and performance of a relatively small
number of key technical and senior management personnel. If we lose any of our
key technical or senior management personnel, or are unable to fill key
positions, our business could be harmed. As a result, our future success
depends on our retention of key employees, such as Nicholas H. VandenBrekel, our
Chief Executive Officer, Mark L. Mroczkowski, our Chief Financial Officer, and
Alan McGinn, our Chief Technology Officer. We rely on these individuals for the
management of our company, development of our business strategy and management
of our strategic relationships. Any of these employees could leave our company
with little or no prior notice. We do not have "key person" life insurance
policies covering any of our employees. Additionally, there is a limited number
of qualified technical personnel with significant experience in the design,
development, manufacture, and sale of biometric devices using fingerprint
recognition technology, and we may face challenges hiring and retaining these
types of employees.

OUR ABILITY TO COMPETE WILL BE HARMED IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR
INTELLECTUAL PROPERTY.

We rely primarily on a combination of trademark, trade secret and copyright
law and contractual restrictions to protect our intellectual property. These
afford only limited protection. Despite our efforts to protect our proprietary
rights, unauthorized parties may attempt to obtain, copy or use information that
we regard as proprietary, such as product design and manufacturing process
expertise. As of September 30, 2004, we had three U.S. patent applications
pending. Our pending patent applications and any future applications may not
result in issued patents or may not be sufficiently broad to protect our
proprietary technologies. Moreover, policing any unauthorized use of our
products is difficult and costly, and we cannot be certain that the measures we
have implemented will prevent misappropriation or unauthorized use of our
technologies, particularly in foreign jurisdictions where the laws may not
protect our proprietary rights as fully as the laws of the United States. The
enforcement of patents by others may harm our ability to conduct our business.
Others may independently develop substantially equivalent intellectual property
or otherwise gain access to our trade secrets or intellectual property. Our
failure to effectively protect our intellectual property could harm our
business.

ASSERTIONS BY THIRD PARTIES OF INFRINGEMENT BY US OF THEIR INTELLECTUAL PROPERTY
RIGHTS COULD RESULT IN SIGNIFICANT COSTS AND CAUSE OUR OPERATING RESULTS TO
SUFFER.

The software and biometric technology industries are characterized by
vigorous protection and pursuit of intellectual property rights and positions,
which has resulted in protracted and expensive litigation for many companies.
Although we are not currently a party to legal action alleging our infringement
of third-party intellectual property rights, in the future we may receive
letters from various industry participants alleging infringement of patents,
trade secrets or other intellectual property rights. Any lawsuits resulting
from such allegations could subject us to significant liability for damages and
invalidate our proprietary rights. These lawsuits, regardless of their success,
would likely be time-consuming and expensive to resolve and would divert
management time and attention. Any potential intellectual property litigation
also could force us to do one or more of the following:

- stop selling products or using technology that contain the allegedly
infringing intellectual property;

- pay damages to the party claiming infringement;

- attempt to obtain a license to the relevant intellectual property,
which may not be available on reasonable terms or at all; and

- attempt to redesign those products that contain the allegedly
infringing intellectual property.

In the future, the outcome of a dispute may be that we would need to
develop non-infringing technology or enter into royalty or licensing agreements.
We may also initiate claims or litigation against third parties for infringement
of our proprietary rights or to establish the validity of our proprietary
rights.

WE MAY UNDERTAKE ACQUISITIONS TO EXPAND OUR BUSINESS THAT MAY POSE RISKS TO OUR
BUSINESS AND DILUTE THE OWNERSHIP OF OUR EXISTING STOCKHOLDERS.

As part of our growth and product diversification strategy, we will
continue to evaluate opportunities to acquire other businesses, intellectual
property or technologies that would complement our current offerings, expand the
breadth of markets we can address or enhance our technical capabilities.
Acquisitions that we may potentially make in the future entail a number of risks
that could materially and adversely affect our business, operating and financial
results, including:

- problems integrating the acquired operations, technologies or products
with our existing business and products;

- diversion of management's time and attention from our core business;

- need for financial resources above our planned investment levels;

- difficulties in retaining business relationships with suppliers and
customers of the acquired company;

- risks associated with entering markets in which we lack prior
experience;

- potential loss of key employees of the acquired company; and

- potential requirement to amortize intangible assets.

Future acquisitions also could cause us to incur debt or contingent
liabilities or cause us to issue equity securities that would reduce the
ownership percentages of existing stockholders.

WE RELY ON THIRD PARTIES TO MAKE OUR PRODUCTS, LEAVING US POTENTIALLY VULNERABLE
TO SUBSTANTIAL COST INCREASES AND DELAYS.

We do not manufacture or distribute the BioVaultTM , the Q300 or our
BritePrint products. If one or more of our current manufacturers were no longer
able to manufacture our products, we would be required to negotiate arrangements
with alternate manufacturers, which would likely include some cost or delay,
which could be substantial. In addition, no assurance can be given that any
alternative arrangements would be on terms as favorable as our current
arrangements.

IF OUR STRATEGIC PARTNERS DO NOT EFFECTIVELY MARKET OUR PRODUCTS, WE MAY NOT
GENERATE SIGNIFICANT SALES OR PROFITS.

We utilize third parties to assist in marketing, selling and distributing
our products. We believe that the establishment of a network of third-party
strategic partners, particularly abroad, with extensive and specific knowledge
of the various applications in the software and biometric industry,
respectively, is important for us to succeed in these sectors. We cannot assure
you that our current or future strategic partners, such as the National Rifle
Association, will market our products and services at sufficient levels or
provide us with adequate support. If one or more of our partners under-performs
or if any of our strategic relationships are terminated or otherwise disrupted,
our operating performance, results of operations and financial condition will be
adversely affected to such an extent that we are forced to restructure, sell
some of our assets or curtail our operations, any of which would have a
detrimental effect on the value of our common stock.

WE HAVE BEEN SUED BY XEROX CORPORATION; IF XEROX CORPORATION IS SUCCESSFUL
IN ITS LAWSUIT, IT MAY BE AWARDED $1,573,668, WHICH WOULD NEGATIVELY IMPACT OUR
OPERATING RESULTS.

Sequiam Sports, Inc. (formerly known as Brekel Group, Inc.) entered into a
note payable with Xerox Corporation in November 2000 to finance equipment.
Sequiam Sports, Inc. also entered into a Document Services 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, Sequiam Sports, Inc. may terminate the
agreement without incurring any early termination charges. Sequiam Sports, Inc.
gave proper notice of such termination in March 2001. On September 3, 2002,
Xerox did, contrary to the contract, assert its claim for early termination
charges and for monthly minimum service charges on billings made after the
termination date. On June 29, 2004, Xerox Corporation filed a lawsuit in the
Circuit Court in and for Pinellas County, State of Florida. The amount in
controversy is $1,573,668. Although we dispute these claims and believe them to
be without merit, if Xerox Corporation is successful, it may be awarded
$1,573,668. If we are required to pay Xerox Corporation $1,573,668, we may not
be able to implement our business plan and may be forced to cease operations.

RISKS RELATED TO OUR COMMON STOCK

IF AN EVENT OF DEFAULT OCCURS UNDER THE SECURED CONVERTIBLE TERM NOTE ISSUED TO
LAURUS MASTER FUND, LTD., IT COULD RESULT IN A SERIOUS PROBLEM FOR US AND CAUSE
US TO CURTAIL OUR OPERATIONS OR SELL SOME OF OUR ASSETS TO REPAY THE NOTE.

On April 27, 2004, we issued a $2,000,000 convertible term note to Laurus
Master Fund, Ltd. That note provides for the following events of default.

- failure to pay interest and principal payments when due;

- a breach by us of any material covenant, term or condition of the
note or in any related agreement;

- a breach by us in any material respect of material representation
or warranty made in the note or in any related agreement;

- we make an assignment for the benefit of our creditors, or a
receiver or trustee is appointed for us;

- any money judgment or similar final process filed against us for
more than $50,000, which remains unvacated, unbonded or unstayed
for a period of 30 days;

- any form of bankruptcy or insolvency proceeding is instituted by
or against us, which is not vacated within 45 days;

- our common stock is suspended for five consecutive days or five
days during any ten consecutive days from our principal trading
market;

- our failure to timely deliver shares of our common stock when due
upon conversion of the note;

- the occurrence and continuance of an event of default under any
related agreement or the default under any other agreement of
indebtedness which exceeds $50,000; and

- any change in the controlling ownership of us.

If we default on the note and the holder demands all payments due and
payable, we will be required to pay 130% of the outstanding principal amount of
the note and any accrued interest. The cash required to pay those amounts will
most likely come out of our working capital. Since we rely on our working
capital for our day-to-day operations, a default on the note could have a

serious and adverse effect on our business, operating results and financial
condition to such an extent that we are forced to restructure, sell some of our
assets or curtail our operations, any of which would have a detrimental effect
on the value of our common stock.

OUR PRINCIPAL STOCKHOLDERS HAVE SIGNIFICANT VOTING POWER AND MAY TAKE ACTIONS
THAT MAY NOT BE IN THE BEST INTERESTS OF OUR OTHER STOCKHOLDERS.

Upon completion of this offering, our executive officers, directors and
principal stockholders, which includes Walter H. Sullivan, III, will, in the
aggregate, beneficially own approximately 72% of our outstanding common stock.
As a result, these stockholders, acting together, will have the ability to exert
substantial influence over all matters requiring approval of our stockholders,
including the election and removal of directors and the approval of mergers or
other business combinations. This concentration of control could be
disadvantageous to other stockholders whose interests are different from those
of our officers, directors and principal stockholders.

ADDITIONAL FINANCINGS MAY DILUTE THE HOLDINGS OF CURRENT STOCKHOLDERS.

In order to provide capital for the operation of the business, we may enter
into additional financing arrangements. These arrangements may involve the
issuance of new shares of common stock, preferred stock that is convertible into
common stock, debt securities that are convertible into common stock or warrants
for the purchase of common stock. Any of these items could result in a material
increase in the number of shares of common stock outstanding, which would in
turn result in a dilution of the ownership interests of existing common
stockholders. In addition, these new securities could contain provisions, such
as priorities on distributions and voting rights, which could affect the value
of our existing common stock.

THERE ARE CURRENTLY OPTIONS AND WARRANTS OUTSTANDING TO PURCHASE UP TO
24,426,367 SHARES OF OUR COMMON STOCK, WHICH IF EXERCISED, WOULD CAUSE A
SIGNIFICANT DILUTION TO EXISTING STOCKHOLDERS

We have issued options, warrants or similar rights to purchase up to
24,426,367 shares of our common stock. Of that amount, Walter H. Sullivan, III
is the beneficial owner of warrants to purchase up to 8,784,201 shares of our
common stock. If all the foregoing warrants and options were exercised as of
November 30, 2004, our issued and outstanding shares of common stock would have
increased from 47,372,527 to 71,798,894 an increase of approximately 52%. Such
exercise would cause a stockholder holding 1,000,000 shares of our common stock
prior to such exercise to immediately drop from holding approximately 2.11% of
our common stock to holding approximately 1.40% of our common stock. In
addition, the value of our common stock as traded on the OTC Bulletin Board may
experience a significant drop as a result of the exercise of all or a portion of
the outstanding options and warrants.

OUR COMMON STOCK MAY BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO SELL
WHEN DESIRED.

The SEC has adopted regulations which generally define "penny stock" to be
an equity security that has a market price of less than $5.00 per share or an
exercise price of less than $5.00 per share, subject to specific exemptions. The
market price of our common stock has been less than $5.00 per share. This
designation requires any broker or dealer selling these securities to disclose
specified information concerning the transaction, obtain a written agreement
from the purchaser and determine that the purchaser is reasonably suitable to
purchase the securities. These rules may restrict the ability of brokers or
dealers to sell our common stock and may affect the ability of stockholders to
sell their shares. In addition, since our common stock is currently quoted on
the OTC Bulletin Board, stockholders may find it difficult to obtain accurate
quotations of our common stock and may experience a lack of buyers to purchase
our shares or a lack of market makers to support the stock price.

WE DO NOT ANTICIPATE PAYING DIVIDENDS ON OUR COMMON STOCK IN THE FORESEEABLE
FUTURE AND THEREFORE YOU SHOULD NOT BUY THIS STOCK IF YOU WISH TO RECEIVE CASH
DIVIDENDS.

We currently intend to retain our future earnings to support operations and
to finance expansion and therefore do not anticipate paying any cash dividends
on our common stock in the foreseeable future.

THE PUBLIC MARKET FOR OUR COMMON STOCK HAS BEEN CHARACTERIZED BY A LOW VOLUME OF
TRADING AND OUR STOCKHOLDERS MAY NOT BE ABLE TO RESELL THEIR SHARES AT OR ABOVE
THE PRICE AT WHICH THEY PURCHASED THEIR SHARES, IF AT ALL.

Historically, the volume of trading in our common stock has been low. A
more active public market for our common stock may not develop or be sustained.
The market price of our common stock may fluctuate significantly in response to
factors, some of which are beyond our control. These factors include:

- product liability claims or other litigation;

- the announcement of new products or product enhancements by us or our
competitors;

- developments concerning intellectual property rights and regulatory
approvals;

- quarterly variations in our or our competitors' results of operations;

- developments in our industry; and

- general market conditions and other factors, including factors
unrelated to our own operating performance.

The stock market in general has recently experienced extreme price and
volume fluctuations. In particular, market prices of securities of technology
companies have experienced fluctuations that often have been unrelated or
disproportionate to the operating results of these companies. Continued market
fluctuations could result in extreme volatility in the price of shares of our
common stock, which could cause a decline in the value of our shares. Price
volatility may be worse if the trading volume of our common stock is low.

THE EMPLOYMENT AGREEMENTS OF NICHOLAS H. VANDENBREKEL AND MARK L. MROCZKOWSKI
CONTAIN SEVERANCE AGREEMENTS PROVIDING FOR UP TO $10,000,000 IN TERMINATION
PAYMENTS TO EACH OF THEM, AND SUCH TERMINATION PAYMENTS COULD DETER ANY
POTENTIAL ACQUISITION OR CHANGE IN CONTROL OF OUR COMPANY.

Each of our employment agreements with Nicholas H. VandenBrekel and Mark L.
Mroczkowski contains provisions for severance payments in the event a change of
control occurs without the prior approval of the then existing Board of
Directors, whether by proxy contest, or as the result of a tender offer made
without the approval of the then existing Board of Directors, or by any other
means. In the event of such a change in control, each officer would receive a
lump sum payment of $5,000,000, plus $1,000,000 each year thereafter for five
years, for a total of $10,000,000 per person. This has the effect of deterring
any potential acquisition or change in control of our company without the prior
consent of our Board of Directors.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Included in this prospectus, exhibits and associated documents are
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as well as
historical information. Although we believe that the expectations reflected in
these forward-looking statements are reasonable, we can give no assurance that
the expectations reflected in these forward-looking statements will prove to be
correct. Our actual results could differ materially from those anticipated in
forward-looking statements as a result of certain factors, including matters
described in the section titled "Risk Factors." Forward-looking statements
include those that use forward-looking terminology, such as the words
"anticipate," "believe," "estimate," "expect," "intend," "may," "project,"
"plan," "will," "shall," "should," and similar expressions, including when used
in the negative. Although we believe that the expectations reflected in these
forward-looking statements are reasonable and achievable, these statements
involve risks and uncertainties and no assurance can be given that actual
results will be consistent with these forward-looking statements. Important

factors that could cause our actual results, performance or achievements to
differ from these forward-looking statements include the factors described in
the "Risk Factors" section and elsewhere in this prospectus.

All forward-looking statements attributable to us are expressly qualified
in their entirety by these and other factors. We undertake no obligation to
update or revise these forward-looking statements, whether to reflect events or
circumstances after the date initially filed or published, to reflect the
occurrence of unanticipated events or otherwise.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement with the U.S. Securities and
Exchange Commission, or the SEC, on Form SB-2 to register the shares of our
common stock being offered by this prospectus. In addition, we file annual,
quarterly and current reports and other information with the SEC. You may read
and copy any reports, statements or other information that we file at the SEC's
public reference facilities at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information regarding the
public reference facilities. The SEC maintains a website, http://www.sec.gov,
that contains reports and other information regarding registrants that file
electronically with the SEC, including us. Information contained on our website
should not be considered part of this prospectus.

You may also request a copy of our filings at no cost by writing or
telephoning us at:

Sequiam Corporation
300 Sunport Lane
Orlando, Florida 32809
Attention: Mark L. Mroczkowski
(407) 541-0773

USE OF PROCEEDS

The selling stockholder will receive all of the proceeds from the sale of
the shares offered for sale by it under this prospectus. We will receive none of
the proceeds from the sale of the shares by the selling stockholder, except upon
exercise of the outstanding common stock purchase warrants. In that case, we
would receive up to $486,210.78. We will bear all expenses incident to the
registration of the shares of our common stock under federal and state
securities laws other than expenses incident to the delivery of the shares to be
sold by the selling stockholder. Any transfer taxes payable on these shares and
any commissions and discounts payable to underwriters, agents, brokers or
dealers will be paid by the selling stockholder.

MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS

As of November 30, 2004, there were 210 holders of record of our common
stock and 47,372,527 shares outstanding. We have not previously declared or
paid any dividends on our common stock and do not anticipate declaring any
dividends in the foreseeable future. The following table shows the high and low
bid prices of our common stock as quoted on the OTC Bulletin Board, by quarter
during each of our last two fiscal years ended December 31, 2003 and 2002 and
for each quarter after December 31, 2003. These quotes reflect inter-dealer
prices, without retail markup, markdown or commissions and may not represent
actual transactions. The information below was obtained from the OTC Bulletin
Board, for the respective periods.

Market Prices
----------------------------------------
Quarter 2002 2003 2004
-------------- ------------ ------------ ------------
High Low High Low High Low
----- ----- ----- ----- ----- -----

First quarter $3.70 $2.00 $1.53 $0.36 $0.85 $0.30
Second quarter 3.25 0.66 1.24 0.42 0.74 0.27
Third quarter 2.01 0.85 0.95 0.32 0.54 0.22
Fourth quarter 1.87 0.90 0.51 0.15 N/A N/A

The high and low bid prices for shares of our common stock on November 30,
2004, were $0.44 and $0.35, respectively, based upon bids that represent prices
quoted by broker-dealers on the OTC Bulletin Board. These quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commissions, and may
not represent actual transactions. For information concerning principal
shareholders, see "Security Ownership of Certain Beneficial Owners and
Management."

On May 24, 2004, we were formally listed on the Frankfurt Stock Exchange
under the symbol RSQ. The high and low bid prices for shares of our common
stock on December 2, 2004, were 0.27 and 0.32, respectively, based upon bids
that represent prices quoted on the Frankfurt Stock Exchange. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commissions,
and may not represent actual transactions.

This prospectus covers 8,970,000 shares of our common stock offered for
sale by the selling stockholder. The shares offered by this prospectus include
6,060,606 shares of our common stock issuable upon conversion of an outstanding
secured convertible term note, an additional 1,772,728 shares issuable on
account of interest and any possible penalties or anti-dilution adjustments
relating to the term note and up to 1,136,666 shares of our common stock
issuable upon exercise of outstanding common stock purchase warrants. This
prospectus is not available for the resale of shares received in payment of
interest pursuant to the selling stockholder's voluntary election to convert any
portion of the outstanding secured convertible term note. See "Principal and
Selling Stockholders."

DIVIDEND POLICY

While there are no restrictions on the payment of dividends, we have not
declared or paid any cash or other dividends on shares of our common stock in
the last two years, and we presently have no intention of paying any cash
dividends in the foreseeable future. Our current policy is to retain earnings,
if any, to finance the expansion of our business. The future payment of
dividends will depend on the results of operations, financial condition, capital
expenditure plans and other factors that we deem relevant and will be at the
sole discretion of our board of directors.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information regarding the status of our
existing equity compensation plans at September 30, 2004:

- -----------------------------------------------------------------------------------------------------
EQUITY COMPENSATION PLAN INFORMATION
- -----------------------------------------------------------------------------------------------------
Number of securities
Number of securities remaining available for future
to be issued upon Weighted-average issuance under equity
exercise of exercise price of compensation plans
outstanding options, outstanding options, (excluding securities reflected
Plan category warrants and rights warrants and rights in the second column)
- -----------------------------------------------------------------------------------------------------

Equity compensation
plans approved by 0 0 0
security holders
- -----------------------------------------------------------------------------------------------------
Equity compensation
plans not approved by 9,660,500 $ 0.186 5,339,500
security holders (1)
- -----------------------------------------------------------------------------------------------------
Total 9,660,500 $ 0.186 5,339,500
- -----------------------------------------------------------------------------------------------------

Footnotes:
- ---------

(1) 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 and as they may determine in their
discretion. Stock options granted under this plan may qualify as "incentive
stock options" within the meaning of Section 422 of the Internal Revenue Code of
1986.

The exercise prices of the stock options are 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. If an employee holds greater than ten percent
of the total voting power of either our common stock or preferred stock, then we
may set the exercise price for any incentive stock options granted to such
person to 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 we may determine.

MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD LOOKING STATEMENTS

Management's Discussion and Analysis contains "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934, as well as historical information.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that the expectations
reflected in these forward-looking statements will prove to be correct. Our
actual results could differ materially from those anticipated in forward-looking
statements as a result of certain factors, including matters described in the
section titled "Risk Factors." Forward-looking statements include those that
use forward-looking terminology, such as the words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "project," "plan," "will," "shall,"
"should," and similar expressions, including when used in the negative.
Although we believe that the expectations reflected in these forward-looking
statements are reasonable and achievable, these statements involve risks and
uncertainties and no assurance can be given that actual results will be
consistent with these forward-looking statements. Important factors that could
cause our actual results, performance or achievements to differ from these
forward-looking statements include the factors described in the "Risk Factors"
section and elsewhere in this prospectus.

INTRODUCTION

The following discussion and analysis summarizes the significant factors
affecting: (i) our consolidated results of operations for Fiscal 2003 compared
to Fiscal 2002; (ii) our consolidated results of operations for the nine-months
ended September 30, 2004 compared to the nine-months ended September 30, 2003;
and (iii) financial liquidity and capital resources. This discussion and
analysis should be read in conjunction with our consolidated financial
statements and notes included in this prospectus.

We are an information management, software and security technology company
specializing in biological identification security systems and web-based
application services for the business, education and travel industries. Our
business is divided into two operating segments: (a) Safety and Security; and
(b) Information Management.

We derive or plan to derive our revenues from five 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; (iv) Internet
access and web hosting services; and (v) the sale and licensing of our biometric
products. 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.
Internet access and web-hosting services are recognized over the period the
services are provided, typically month-to-month.

The following table shows the proportion of total revenues by segment in
each of the last two fiscal years and the nine-month period ended September 30,
2004.

PERIOD SAFETY AND SECURITY INFORMATION MANAGEMENT
------ ------------------- ----------------------

Fiscal year ended December 31, 2002. $ -0-(1) $ 358,470
--------------------- -----------------------

Fiscal year ended December 31, 2003. $ 47,620 $ 338,550
--------------------- -----------------------

Nine Months ended September 30, 2004 $ 81,783 $ 98,391
--------------------- -----------------------
<FN>
Footnotes:
(1) Our Safety and Security segment did not exist in Fiscal 2002.

RESULTS OF OPERATIONS

FISCAL 2003 COMPARED TO FISCAL 2002. Unless otherwise noted, references to 2003
represent the year ended December 31, 2003 and references to 2002 represent the
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 had ceased prior to the acquisition.

The following table sets forth information regarding our financial results
for 2003 and 2002.

2003 2002
---------- ----------
Amount Amount
---------- ----------

Revenue $ 386,170 $ 358,470
Costs of services and product sales $1,072,731 $ 427,541
Selling, general and administrative $3,448,502 $1,056,943
Loss on sale of equipment, impairment of
equipment held for sale and debt
settlement $ 186,462 $ 10,977
Interest expense $ 368,663 $ 21,741
Net losses $4,690,188 $1,158,732

REVENUES. Total revenue increased by $27,700 or 8% to $386,170 in 2003,
from $358,470 in 2002. Software and license fee revenues were unchanged at $-0-
for both 2003 and 2002. Revenues from consulting, custom software services and
web development services totaled $138,512 in 2003 and $205,000 in 2002, a
decrease of $66,488 or 32%. Revenues from maintenance agreements (which we
obtained in connection with our purchase of W.M.W. Communications, Inc.) were
$11,500 in 2003 and $5,200 in 2002, an increase of $6,300 or 121%. Revenues from
Internet access and web-hosting services were $182,408 in 2003 and $148,270 in
2002, an increase of $34,138 or 23%. Revenues from the BioVault(TM) were $46,228
in 2003 compared to $-0- in 2002.

During 2003 and 2002, we spent most of our time acquiring and redeveloping
our products. Sales and marketing efforts did not commence until the fourth
quarter of 2003. Now that our key products such as IRP, IRPlicator and the
BioVault(TM) are ready to formally come to market, we expect to begin generating
revenues from these products during the second half of 2004. We believe that the
high retail price of the BioVault(TM) was an impediment to its sales. As a
result, we developed a less expensive version of the BioVault(TM), and an
alternate version of the BioVault(TM), the Q300. We expect that consulting,
custom software services, web development and web-hosting activities will make
up a smaller portion of our overall revenues in late 2004 and early 2005.

Cost of Services and Product Sales. Costs of services and product sales
were $1,072,731 in 2003 and $427,541 in 2002, an increase of $645,190 or 151%.
This increase is attributable to the expansion of our software development staff
from twelve employees in 2002 to twenty-two employees in 2003. We expanded our
software development staff to expand our products and services, to keep pace
with new industry developments, and to continually improve the features and
functionality of our products. Additional employees were also added as a result
of our acquisitions of W.M.W. Communications, Inc., Smart Biometrics, Inc., and
Telepartners, Inc. We believe that payroll expense as a percentage of revenue
will decrease after we establish a regular sales cycle of our software products
because our ongoing support costs will be minimal compared to our original
development costs. As a result, we do not expect large increases in personnel
and related expenses as we go to market with our software.

Depreciation and amortization expense were $452,868 in 2003 and $132,718 in
2002, an increase of $320,150 or 241%. This increase is attributable to the
depreciation on equipment acquired from Brekel Group, Inc., W.M.W.
Communications, Inc. and Smart Biometrics, Inc.; and amortization of
intellectual properties from W.M.W. Communications, Inc., Smart Biometrics,
Inc., Telepartners, Inc. and Fingerprint Detection Technologies, Inc. Because we
have the infrastructure needed to carry on our business, we do not expect
depreciation and amortizations expenses to continue to increase.

Selling, General and Administrative. Selling, general and administrative
expenses were $3,448,502 in 2003 and $1,056,943 in 2002, an increase of
$2,391,559 or 226%. This increase reflects our overall increase in selling and
overhead expenditures (such as salaries, wages and benefits for administrative
and marketing personnel), increased computer maintenance and supplies, increased
professional services (such as legal and accounting fees), and increased
corporate travel expenses resulting from our acquisition of Smart Biometrics,
Inc., Telepartners, Inc. and Fingerprint Detection Technologies, Inc. We also
increased marketing expenditures, including advertising, production of marketing
materials, and participation in trade show activities. 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.

Losses on Sale of Equipment, Impairment of Equipment Held for Sale and Debt
Settlement. We incurred losses a Loss on Sale of Equipment, Impairment of
Equipment Held for Sale and Debt Settlement of $186,462 in 2003 and $10,977 in
2002, an increase of $175,485. This increase is attributable to a $75,000
impairment on equipment in 2003 and a $93,158 loss on settlement of debts in
2003.

INTEREST EXPENSE. Interest expense was $368,663 in 2003 and $21,741 in
2002, an increase of $346,922. This increase is attributable to the increase in
loans from shareholders, a note payable related to leasehold improvements
acquired from Brekel Group, Inc. 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. 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. We incurred net losses of $4,690,188 in 2003 and $1,158,732 in
2002, an increase of 3,531,456. The significant increase was attributed 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 cash
flow to increase beginning in the third quarter using proceeds from the Q300
license fee and sales of our IRP products. We presently require sales of
approximately $150,000 per month to provide a positive cash flow.

Results of Operations

The following table sets forth information regarding our financial results
for the nine and three-month periods ended September 30, 2004 and 2003.

Nine Months Ended Three Months Ended
----------------- -------------------
September 30, % September 30, %
------------- - ------------- -
2004 2003 Change 2004 2003 Change
---- ---- ------ ---- ---- ------

Revenue $ 180,174 $ 337,963 (46.7) $ 46,921 $ 103,859 (54.8)
Costs of services and product
sales 853,878 793,631 7.6 282,366 317,015 (10.9)
Selling, general and
administrative 2,003,743 2,815,485 (28.8) 818,247 443,964 84.3
Losses (gains) on sale of
equipment, impairment of
equipment held for sale and debt
settlement 46,052 43,742 5.3 - (35,382) (100.0)
Interest Expense 590,732 128,505 359.7 167,464 84,514 98.1
Net Losses $(3,314,231) $(3,443,400) (3.8) $(1,221,156) $ (706,252) 72.9

NINE MONTHS ENDED SEPTEMBER 30, 2004 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2003. Unless otherwise noted, references to 2004 represent the nine-month
period ended September 30, 2004 and references to 2003 represent the nine-month
period ended September 30, 2003.

REVENUES. Total revenue decreased by $157,789 or 46.7% to $180,174 in
2004, from $337,963 in 2003. This occurred because we discontinued certain
ancillary services such as web development, custom software development and dial
up ISP services so that we may focus entirely on our core products. Software
and license fee revenues were unchanged at $-0- for both 2004 and 2003.
Revenues from consulting, custom software services, web development services and
Internet access and web-hosting services totaled $98,391 in 2004 and $313,014 in
2003, a decrease of $214,623 or 68.5%. Revenues from sales of the BioVaultTM
were $81,783 in 2004 compared to $24,949 in 2003. Revenues from the licensing
of the Q300 (discussed below) were $25,000 in 2004 compared to $-0- in 2003.
Revenues from the maintenance of our existing IRP customers were $5,200 in 2004
compared to $5,200 in 2003.

During 2003, we spent most of our time acquiring and redeveloping our
products. Sales and marketing efforts did not commence until the fourth quarter
of 2003. We believe that the high cost of the BioVault was an impediment to its
sales. As a result, we developed a less expensive version of the BioVault. Now
that our key products such as PrintIt123 (formerly IRP), ScanIt123 (formerly
IRPlicator) and the BioVaultTM have formally come to market, we expect to
generate increased revenues from these products during the fourth quarter of
2004.

During 2004, we entered into a pilot program for our PrintIt123 products
with AlphaGraphics, Inc., and Sir Speedy/PIP both of whom are internationally
franchised chains of print shops. In the fourth quarter 2004, we entered into
sales agreements with several state college and university systems for our
PrintIT123 product. Georgia Tech and the University of Mississippi each
purchased for cash a prepackaged bundle of remote print transactions using our
ASP service, which is to say that they are entitled to use our software, which
is provided solely through hosting services run on our servers. In addition, in
2004 we entered into a license agreement with Security Marketing Group, LLC or
SMG for the Q300. SMG is required to pay to us a license fee of $2,000,000
cash, payable $25,000 upon execution and delivery of the license agreement, and
the balance on or before December 31, 2004. In addition to the license fee, SMG
is required to pay us a monthly royalty of $20.00 for every unit sold by them.
We also received a non-dilutive 8% interest in Security Marketing Group, LLC as
part of the license agreement. Management is uncertain as to the collectibility
of the $1,975,000 balance of the license fee pertaining to the license agreement
with SMG. Failure to pay amounts due under this agreement constitutes an event
of default. In such circumstance, SMG, after receiving written notice from us,
has 30 days to cure such breach. If the breach is not cured, we shall have the
right to terminate the agreement without further liability and SMG must return
all intellectual properties to us. We are currently in discussions with other
companies for the license of our other

biometric technology products. As of September 30, 2004 the likelihood of
collectibility of the $1,975,000 balance is low. We are in discussions with the
principals of SMG regarding a restructuring of the contract.

As a result of these recent developments, we expect: (a) that consulting,
custom software services, web development and web-hosting activities will make
up a smaller portion of our overall revenues; and (b) that revenues from our
Safety and Security segment will begin to increase in late 2004 and early 2005.

COST OF SERVICES AND PRODUCT SALES. Cost of services and product sales
were $853,878 in 2004 and $793,631 in 2003, an increase of $60,247 or 7.6 %.
This increase was primarily attributable to decreased production costs
associated with decreased sales as a result of redesigning our products. We
also increased depreciation and amortization expense that was $422,449 in 2004
and $338,461 in 2003, an increase of $83,988 or 24.8 %. This increase is
attributable to the amortization of intellectual properties from W.M.W.
Communications, Inc., Smart Biometrics, Inc., Telepartners, Inc. and Fingerprint
Detection Technologies, Inc.

SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses were $2,003,743 in 2004 and $2,815,485 in 2003, a decrease of $811,742
or 28.8 %. The significant decrease was attributed to non-cash and
non-recurring expenses for investment banking, consulting and other services
acquired in exchange for stock totaling $1,627,896 together with $100,584 of
additional losses on debt settlements, sales of assets and debt discount
accretion incurred in 2003. The overall decrease was offset in part by
increases in selling costs and costs associated with being a public company.
We increased our recurring 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 resulting from the overall growth of our
operations.

Our total payroll was $979,360 for 2004 and $493,592 for 2003. This
increase in payroll is attributable to our growth from 19 employees in 2003, to
24 employees in 2004, and the hiring of three new executives. The increase in
payroll has reduced our liquidity and decreased our cash flow for 2004. We can
further expect that payroll will continue to reduce our liquidity and cash flow
for the next six months as we bring our products to market. Once we establish
continued sales for our software and biometric products, we expect that the
payroll burden will be reduced as a percentage of total revenue. Although we
increased our payroll in 2004, on December 1, 2004, we reduced our staff from 24
full-time salaried and one part-time hourly employees to four full-time
salaried, and two part-time hourly and four full-time unpaid employees and three
commission only salespersons. We also terminated three contractors. These and
other changes have reduced our monthly cash requirements to approximately
$165,000.

LOSSES ON SALE OF EQUIPMENT, IMPAIRMENT OF EQUIPMENT HELD FOR SALE AND DEBT
SETTLEMENT. A loss of $40,706 was recognized on the remaining value of
equipment held for resale.

INTEREST EXPENSE. Interest expense was $590,732 in 2004 and $128,505 in
2003, an increase of $462,227 or 359.7 %. This increase is attributable to the
increase in loans from shareholders, long-term debt, notes payable and debt
discounts recorded on the notes payable.

NET LOSSES. We incurred net losses of $3,314,231 in 2004 and $3,443,400 in
2003, a decrease of $129,169 or 3.8%. The decrease was attributed to non-cash
and non-recurring expenses for investment banking, consulting and other services
acquired in exchange for stock totaling $1,627,896 together with $100,584 of
additional losses on debt settlements, sales of assets and debt discount
accretion incurred in 2003. We expect to incur additional net losses through
the fourth quarter of 2004 as we continue to introduce our products to the
marketplace. We expect cash flow to increase beginning in the fourth quarter of
2004 using proceeds from sales of our products. The Company presently requires
sales of approximately $200,000 per month to provide a positive cash flow

QUARTER ENDED SEPTEMBER 30, 2004 COMPARED TO QUARTER ENDED SEPTEMBER 30, 2003.
Unless otherwise noted, references to 2004 represent the quarter period ended
September 30, 2004 and references to 2003 represent the quarter period ended
September 30, 2003.

REVENUES. Total revenue decreased by $56,938 or 54.8 % to $46,921 in 2004,
from $103,859 in 2003. This occurred because we discontinued certain ancillary
services such as web development, custom software development and dial up ISP
services so that we may focus entirely on our core products. Software and
license fee revenues were unchanged at $-0- for both 2004 and 2003. Revenues
from consulting, custom software services, web development services and Internet
access and web-hosting services totaled $28,252 in 2004 and $79,959 in 2003, a
decrease of $51,707 or 64.7%. Revenues from sales of the BioVaultTM were
$18,669 in 2004 compared to $23,900 in 2003 a decrease of $5,231 or 21.9%.

COST OF SERVICES AND PRODUCT SALES. Costs of services and product sales
were $282,366 in 2004 and $317,015 in 2003, a decrease of $34,649 or 10.9%.
This decrease was primarily attributable to decreased production costs
associated with decreased sales as a result of redesigning our products.
Depreciation and amortization expense were $140,025 in 2004 and $140,649 in
2003, a decrease of $624 or 0.4 %.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $818,247 in 2004 and $443,964 in 2003, an increase
of $374,283 or 84.3 %. We increased our recurring 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 resulting
from the overall growth of our operations. Selling, general and administrative
expenses include depreciation and amortization expense.

Our total payroll was $427,847 in 2004 and $180,307 in 2003. This increase
in payroll is attributable to our growth from 19 employees in 2003, to 24
employees in 2004, and the hiring of three new executives. The addition of the
employees and the payment of shareholder salaries has negatively impacted
liquidity and cash flow for 2004. We can further expect that payroll will
continue to reduce our liquidity and cash flow for the next six months as we
bring our products to market. Once we establish continued sales for our
software and biometric products the payroll burden will be reduced as a
percentage of total revenue. Although we increased our payroll in 2004, on
December 1, 2004, we reduced our staff from 24 full-time salaried and one
part-time hourly employees to four full-time salaried, and two part-time hourly
and four full-time unpaid employees and three commission only salespersons. We
also terminated three contractors. These and other changes have reduced our
monthly cash requirements to approximately $165,000.

LOSSES ON SALE OF EQUIPMENT, IMPAIRMENT OF EQUIPMENT HELD FOR SALE AND DEBT
SETTLEMENT. No additional loss was recognized on the remaining value of
equipment held for resale.

INTEREST EXPENSE. Interest expense was $167,464 in 2004 and $84,514 in
2003, an increase of $82,950 or 98.1 %. This increase is attributable to the
increase in loans from shareholders, long-term debt, notes payable and debt
discounts recorded on the notes payable.

NET LOSSES. We incurred net losses of $1,221,156 in 2004 and $706,252 in
2003, an increase of $514,904 or 72.9 %. This increase is the result of
decreases in revenues as noted above and increases in selling, general and
administrative expenses necessary to sell and market our products. We expect to
incur additional net losses through the fourth quarter of 2004 as we continue to
introduce our products to the marketplace. We expect cash flow to increase
beginning in the fourth quarter of 2004 using proceeds from sales of our
products. The Company presently requires sales of approximately $200,000 per
month to provide a positive cash flow.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

Our principal use of cash in our operating activities is for selling
general and administrative expenses. Our principal source of liquidity has
historically been from financing activities. We believe that cash provided by
our operating and financing activities will no longer provide adequate resources
to satisfy our working capital, liquidity and anticipated capital expenditure
requirements at the present time. At this time, our lack of sufficient
financing to implement our business plan, and our expectation of continued
operating losses for the foreseeable future raises doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
heavily dependant upon our ability to obtain additional capital to sustain
operations. Although we are presently attempting to secure additional financing
to continue our operations, there is no assurance additional capital will be
available on acceptable terms, if at all.

OPERATING ACTIVITIES

Net cash used in operating activities was $2,356,290 for 2004, as a result
of the net loss during the period of $3,314,231, offset by non-cash expenses of
$1,035,971, increases in accrued shareholder salaries of $105,000 and net
decrease in working capital items totaling $183,030.

INVESTING AND FINANCING ACTIVITIES

Net cash used for investing activities was $434,605 for 2004, due to
purchases of equipment of $25,575, leasehold improvements of $338,501 and cash
paid for the acquisition of W.M.W. Communications, Inc. of $70,529.

Net cash provided by financing activities was $3,254,832 for 2004.
Proceeds from the notes payable accounted for $1,175,000, long-term debt
$2,328,936 and sales of common stock accounted for $932,825 and were offset by
commissions of $139,008 for net proceeds of $793,817. Payments of long-term
debt used cash of $218,944 and repayments of notes and debentures and repayments
of shareholder loans used cash of $823,977.

Current liabilities of $4,099,097 exceed current assets of $615,387 by
$3,483,710. Of that amount, $1,677,241 or 40.9% is owed to shareholders as
loans and accrued but unpaid salaries under employment agreements. The officers
of the Company are dedicated to its business plan and will place no undue
demands on its working capital. They expect payment from future cash flows,
equity capital infusions. Also included in current liabilities is $358,541 of
accounts payable owed by the former Brekel Group, Inc. We are negotiating to
settle these liabilities related to the former Brekel Group, Inc. at amounts
less than the amounts recorded in the balance sheet. We are unable to estimate
an expected settlement below the carrying amount at this time. We expect that
these liabilities will be settled for cash.

Prior to our acquisition of the Brekel Group, Inc., effective July 1, 2001,
the Brekel Group, Inc. entered into an operating lease agreement to rent
approximately 60,000 square feet of combined office and manufacturing space
through June 30, 2011. Because we determined to cease Brekel's print and
publishing operations before we acquired it, 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. In April 2004, we entered into a new
lease agreement and note payable with the landlord that supercedes and replaces
the lease forbearance agreement entered into by the Brekel Group, Inc. effective
July 1, 2002 prior to its acquisition by us.

The new lease for 24,085 square feet is effective July 1, 2004 for a period
of seventy-two months beginning July 1, 2004 and ending on June 30, 2010. The
note payable was fixed at $1,600,000 together with interest thereon at a simple
interest rate equal to six percent per annum. The components of the note
payable are $893,112 of deferred rent and $706,888 of tenant improvements.
Commencing on August 1, 2004 and continuing on the first day of each month
thereafter through and including June 1, 2010, we are scheduled to pay to Lender
payments consisting of principal and interest in the amount of $26,517 per
month.

The new minimum future rentals required under the operating lease and the
maturities of the long-term note payable are as follows as of September 30,
2004:

Year Rentals Maturities
---------- ---------- -----------

2004 $ 37,423 $ 230,703
2005 190,555 234,181
2006 206,262 248,624
2007 210,483 263,959
2008 214,808 280,239
Thereafter 329,986 305,168
$1,189,517 $ 1,562,874
---------- -----------

Since December 31, 2003, we sold securities in six separate private
placements. As a result, we have received during the year ended September 30,
2004 total net proceeds of $793,817 and most of this amount is reflected as
additional paid-in capital in our financial statements for the period ended
September 30, 2004. We also received $400,000 of proceeds from a loan in
January 2004, $775,000 in September 2004, and $2,000,000 from a secured
convertible term note described below.

On September 7, 2004, we entered into a loan agreement with Eagle
Financial, LLC, for a principal loan amount of $200,000 under a promissory note
bearing interest at eight percent (8%). The principal becomes due on March 7,
2005 and the interest is due monthly. In connection with this loan, the Company
issued one warrant to the holder to purchase 400,000 shares of its common stock
at an exercise price of $0.66 per share.

On September 30, 2004, we 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 $500,000 under a promissory note bearing interest at
five percent (5%). In connection with this loan, the Company issued one warrant
to the holder to purchase 1,300,000 shares of its common stock at an exercise
price of $0.66 per share. The principal and interest become due on March 30,
2005.

On September 30, 2004, we entered into a loan agreement with Lee Harrison
Corbin for a principal loan amount of $75,000 under a promissory note bearing
interest at five percent (5%). In connection with this loan, the Company issued
one warrant to the holder to purchase 195,000 shares of its common stock at an
exercise price of $0.66 per share. The principal and interest become due on
March 30, 2005.

On April 27, 2004, pursuant to a Securities Purchase Agreement dated as of
the same date, we completed the sale of a secured convertible term note with
Laurus Master Fund, Ltd. The note has a term of three years and accrues
interest at an annual rate equal to the "prime rate" (4.25% at September 30,
2004) published in the Wall Street Journal plus 2%. The note is convertible
into shares of our common stock at a conversion price of $0.66 per share as
amended.

In connection with the sale of the note, we issued the purchaser a common
stock purchase warrant to purchase up to 666,666 shares of our common stock at
prices ranging from $0.83 per share to $1.16 per share as amended. Also in
connection with the sale of the note, we agreed to register for resale the
shares of common stock into which the note is convertible and the warrant is
exercisable.

The proceeds from the Laurus transaction will not be adequate to support
our operations while we build sales revenues from our products. The proceeds
from the Laurus transaction have been completely exhausted. As a result, we now
need to obtain additional financing to continue our operations. As of the date
of this registration statement, although we have engaged investment bankers to
raise additional capital, we have been unable to secure such additional capital.
In addition to our efforts to obtain additional permanent financing, we obtained
an additional $775,000 in short-term loans in September 2004 and an additional
$100,000 in November 2004.

On December 1, 2004, we reduced our staff from 24 full-time salaried and
one part-time hourly employees to four full-time salaried, and two part-time
hourly and four full-time unpaid employees and three commission only
salespersons. We also terminated three contractors. These and other changes
have reduced our monthly cash requirements to approximately $165,000. We
estimate that we will require approximately $1,980,000 to fund our operations
for the next 12 months.

The combination of increasing sales, reduced expenses and short-term loans
will allow us to continue operations until such time as additional permanent
financing can be obtained and then until sales levels allow us to draw the
remaining $1,000,000 available under the Laurus agreement. To the extent this
occurs, we will likely be obligated to file a registration statement with the
SEC, which we believe, depending on the length of the registration process, may
distract management and divert company resources away from our core operating
activities. We believe that, to the extent obtained and cleared by the SEC,
such financing will be adequate to support our operations until fully supported
by revenues. However, at this time, our lack of sufficient financing to
implement our business plan, and our expectation of continued operating losses
for the foreseeable future raises substantial doubt about our ability to
continue as a going concern. Our ability to continue as a going concern is
heavily dependant upon our ability to obtain additional capital to sustain
operations. Although we are presently attempting to secure additional financing
to continue our operations, there is no assurance additional capital will be
available on acceptable terms, if at all.

RECENT EVENTS

Pursuant to this agreement, Laurus: (a) waived our technical default of
Section 6.12(f) of the Securities Purchase Agreement for failing to obtain their
approval of the recent financing transactions described above; and (b) in
satisfaction of due and unpaid fees of $49,333, incurred by us for failing to
cause this registration statement registering the shares underlying the secured
convertible term note and the common stock purchase warrant to be declared
effective by the SEC by August 30, 2004, we issued to Laurus a warrant to
purchase 470,000 shares of our common stock at an exercise price of $0.33 per
share.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

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. 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.

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.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board 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. We
do not expect that Interpretation No. 46 will have a material effect on our
results of operations or financial condition as we do not currently utilize or
have interests in any variable interest entities.

OFF-BALANCE SHEET ARRANGEMENTS

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

BUSINESS

OVERVIEW

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 and changed our stock symbol from "WNXP" to "SQUM.OB". On May 19,
2004, our common stock was formally listed on the Frankfurt Stock Exchange under
the symbol RSQ. We believe that listing our shares of common stock on the
Frankfurt Stock Exchange will increase our profile with investors, both
institutional and retail, in Germany and across Europe.

Until the acquisition of Smart Biometrics, Inc. in 2003, we were primarily
focused on developing a portfolio of Internet and print enterprise-wide software
products and developing custom software, databases and websites for businesses.
We also operated as an Internet Service Provider and provided Internet access
and web site

hosting for our customers who required those services. During this period, our
business was operated under one operating segment through our subsidiaries:
Sequiam Software, Inc. and Sequiam Communications, Inc.

In 2003, we decided to expand our portfolio of product offerings by
offering biometric technology products. The expansion into the biometric
technology industry was based on our belief that the terrorist events of
September 11, 2001 and the increased focus on national and personal security
created an increased demand for biometric technology solutions. Because of these
national and global issues, and because of our existing expertise in software
design and development, we believed that we were uniquely positioned to enter
the biometric industry. Furthermore, our Chief Technology Officer, Alan McGinn,
played an instrumental role in connection with the research and development of
the BioVault(TM) while associated with Smart Biometrics, Inc.

Today, our operations are divided into two distinct operating segments:
Information Management and Safety and Security. Our Information Management
segment utilizes our custom software skills, our contacts with the world sports
communities and interactive web-based technologies. We formed our Safety and
Security segment after our acquisition of Smart Biometrics, Inc. and Fingerprint
Detection Technologies, Inc. Through these acquisitions, we acquired: (a) a
fingerprint biometric access control system, which will be a key feature in our

future product offerings; and (b) a fingerprint detection system which we
believe represents a new advancement in that science.

Our Information Management segment consists of the following subsidiaries:
(a) Sequiam Software, Inc.; (b) Sequiam Sports, Inc.; and (c) Sequiam
Education, Inc. Our Safety and Security segment consists of the following
subsidiaries: (a) Sequiam Biometrics, Inc.; and (b) Fingerprint Detection
Technologies, Inc.

DEVELOPMENT OF THE BUSINESS

INFORMATION MANAGEMENT SEGMENT
- ------------------------------

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 Document Management System, also referred to as Sequiam DMS.

ACQUISITION OF BREKEL GROUP, INC. In 2002, we acquired 99.38% of the
issued and outstanding common stock of Brekel Group, Inc. We acquired Brekel
Group, Inc. 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 Group, Inc.
for its contract with the World Olympians Association and its Internet and
ExtraNet expertise and product development gained from that project (as more
fully described below under the heading "Sequiam Sports, Inc."). Today, the
business of Brekel Group, Inc. is conducted by our subsidiary Sequiam Sports,
Inc., which is part of our Information Management segment.

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 accounted for this transaction as an
acquisition of the business of W.M.W. Communications, Inc. We acquired W.M.W.
Communications, Inc. for its Internet Remote Print, commonly referred to as
"IRP" and Internet Remote Print Duplicator, commonly referred to as
"IRPlicator," software products. IRP is a software product that allows computer
users to print remotely to any printer via the Internet. Because IRP is highly
complementary to the Sequiam DMS product, we have integrated the two products.
W.M.W. Communications, Inc. also acted as an Internet Service Provider, which we
incorporated into our business. Through our Internet hosting and collocation
services, we host third-party web content on either our server located at our
remote network operations center, or on the third party's server that is located
at our remote network operations center. Today, our subsidiary Sequiam Software,
Inc. conducts the business of W.M.W. Communication, Inc. which is part of our
Information Management segment.

ACQUISITION OF THE ASSETS OF TELEPARTNERS, INC. On June 1, 2003, we
acquired substantially all of the assets of Telepartners, Inc. located in West
Palm Beach, Florida. We accounted this transaction as an acquisition of the
business of Telepartners, Inc. Telepartners, Inc. developed supplemental
educational products for schoolchildren

in grades 1 through 12. The major asset acquired from Telepartners, Inc. was the
Extended Classroom software, which is a supplemental, educational program
consisting of a video lesson library containing the same 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. Today, our subsidiary Sequiam Education, Inc., conducts the
business of Telepartners, Inc. and which is part of our Information Management
segment.

SAFETY AND SECURITY SEGMENT
- ---------------------------

ACQUISITION OF THE ASSETS OF SMART BIOMETRICS, INC. On May 9, 2003, we
acquired substantially all of the assets of Smart Biometrics, Inc. located in
Sanford, Florida. We accounted for this transaction 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 access denial device that utilizes biometric technology and protocols to
recognize a person's fingerprint to unlock, was the major asset of Smart
Biometrics, Inc. Today, our subsidiary Sequiam Biometrics, Inc., conducts the
business of Smart Biometrics, Inc. which is a part of our Safety and Security
segment.

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., a Florida corporation. Fingerprint
Detection Technologies, Inc. has the rights to develop and market a patented and
proprietary technology for fingerprint analysis using a light-emitting diode, or
LED, intense headband light source. Because Fingerprint Detection Technologies,
Inc. had no operating history and had not generated any revenues, we accounted
for the acquisition as a purchase of its assets. Today, Fingerprint Detection
Technologies, Inc. is one of our subsidiaries and is part of our Safety and
Security segment.

The following chart reflects an overview of our corporate organization
(including jurisdictions of incorporation and percentages owned by the parent
corporation) as of September 30, 2004.

SEQUIAM CORPORATION
(CALIFORNIA)
|
------------------------------------------------------------------------------------------------------
| | | | |

Sequiam Software, Inc. Sequiam Sports, Inc. Sequiam Biometrics, Inc. Sequiam Education, Inc. Fingerprint Detection
(California 100%) (Delaware 97%) (Florida 100%) (Florida 100%) Technologies, Inc.
(Florida 100%)

PRODUCTS
- --------

INFORMATION MANAGEMENT SEGMENT

A. SEQUIAM SOFTWARE, INC.
----------------------

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

SEQUIAM IRP

The IRP software (sometimes marketed as Print It, 123!) 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. Although the
software is highly complex in its construction, it is 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 to any other location that has a printer.

IRP allows users to manage incoming print jobs and provide for easy account
reporting. IRP also works with any MS Office or other Windows program just like
any other printer on a Windows 95/98/NT/2000/XP computer. Because IRP documents
use standard PostScript language, documents submitted to the server may 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. Also, IRP can extract raw print data from a printed document for
import into other existing applications. As of September 30, 2004, we have not
received any revenue from the sale of IRP.

SEQUIAM IRPLICATOR

IRPlicator (sometimes marketed as Scan It, 123!) is a software system used
to scan documents from a variety of scanning devices and send the scanned
documents to the IRP Document Manager. The IRPlicator software runs on any
Windows 95, 98, NT, 2000 or XP based 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 or in most cases will allow operation of the scanning device without
the use of the scanning device's user interface. The IRPlicator's 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 two versions of the IRPlicator: (a) IRPlicator Print
Shop; and (b) IRP Remote Copy. IRPlicator Print Shop 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.

Four customers (two county school districts and two state universities)
currently use the IRP and IRPlicator software products. We have not recognized
any revenue from these sales because they were all made prior to our acquisition
of the IRP and IRPlicator software from W.M.W. Communications, Inc. 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. This version of the software 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.

We began receiving annual support revenue from these installations in the
first quarter of 2003. Pricing for the Internet product will be based upon
usage charges. Our 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.

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 intend to
expand our sales and marketing efforts using the proceeds from our transaction
with Laurus Master Fund, Ltd. As of September 30, 2004, we have not received any
revenue from the sale of IRPlicator but have received $5,200 for the continued
maintenance of our existing IRPlicator customers.

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 providing full booking service
to visitors exploring their websites. Convention and visitor bureaus, tourist
development boards and other destination promotion entities are discovering the
opportunity and advantages of providing a booking service creating revenue from
their existing web site.

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 and business/convention travelers and planners. Book it,
ROVER! will also 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 the same geographic 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. On August 19, 2004, however, we entered into an
exclusive three-year agreement with the National Rifle Association of America to
deploy and integrate Book It, Rover! under the brand name NRA-TRAVEL.COM to
manage a travel affinity program available to all members of the National Rifle
Association of America. Under the terms of the agreement, we will collect travel
operator commissions and then provide a quarterly affinity royalty to the
National Rifle Association of America based on the total amount of travel
volume. In addition, we must pay the National Rifle Association of America a
minimum royalty of $140,000 per year. We launched NRA-TRAVEL.COM on October 1,
2004. As of September 30, 2004, we have not generated any revenue from the use
of Book it, ROVER!

ACCESS ORLANDO
We provide web-hosting services to more than 90 customers in the Central
Florida area using the Access Orlando trade name at www.ao.net. As of September
-----------
30, 2004, we have generated revenues of $63,877 from our web-hosting services.

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. As of September 30, 2004, we
have generated revenues of $29,098 from our custom software and web development
services.

B. SEQUIAM SPORTS, INC.
--------------------

Sequiam Sports, Inc. is focused on the following web development products
and services:

WORLD OLYMPIANS ASSOCIATION

We developed the Internet site and Extranet for the World Olympians
Association 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 a global organization representing Olympians. The World Olympians
Association was founded to involve the nearly 100,000 Olympians around the world
in the activities of the Olympic Movement. The World Olympians Association is
the "Fourth Pillar" of the Olympic Community and is supported by the IOC
Athletes' Advisory Commission.

The scope of the World Olympians Association Extranet is intended to
encompass the full digital media program of the World Olympians Association,
including the delivery of editorial content, on-line membership services,
support of World Olympians Association sponsor/partner programs and electronic
commerce. In connection with our contract, we implemented the worldwide database
for the official website of the Community of Olympic Athletes. Under the terms
of our contract with the World Olympians Association, we developed the

Extranet at our 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 World Olympians Association has committed to provide support in integrating
our relationship within the Olympic family, including the International Olympic
Committee, various national Olympic committees, official sponsors of the Olympic
Games, and the World Olympians Association's membership. As these 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. Because the World Olympians
Association provides the products to be sold on the website and follow-up
regarding sponsorship opportunities, the World Olympians Association is
responsible for generating revenue.

The World Olympians Association has not been effective at generating any
revenue. As a result, we have not derived any revenue from our relationship
with the World Olympians Association. Regardless, we continue to provide email
services for the electronic newsletters "Olympian Insight," a weekly electronic
----------------
publication sent to Olympic athletes and "Olympian Roundup," a monthly
----------------
electronic publication sent to Olympic athletes, because we believe that our
association with the Olympics will be beneficial to future business and 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 World Olympians Association will generate new
business for us.

As an extension of the World Olympians Association Extranet project, we
formed a limited liability company with Pachyderm Press, the publisher of "World
-----
Olympian" magazine, in January 2003. The name of the company was Olympian
- --------
Publications, LLC. In February 2003, Olympian Publications, LLC became the
publisher of "World Olympian" magazine. Because Pachyderm Press failed to
--------------
perform under our agreement, effective April 8, 2003, we terminated our
agreement with Pachyderm Press, dissolved Olympian Publications, LLC, and ceased
publication of "World Olympian" magazine. Olympian Publications, LLC never
--------------
consummated any transactions.

C. SEQUIAM EDUCATION, INC.
-----------------------

EXTENDED CLASSROOM

Sequiam Education, Inc. is focused on the Extended Classroom educational
product. 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 cover language
arts, math, science and social studies. Furthermore, the Extended Classroom is
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
Lesson Concept Summaries are delivered via the Internet, and are available on a
compact disc form for homes without broadband access. The videos are digitally
mastered and also available for television broadcast. As of September 30, 2004,
we have not generated any revenue from the sale of the Extended Classroom.

SAFETY AND SECURITY SEGMENT

A. SEQUIAM BIOMETRICS, INC.
------------------------

Sequiam Biometrics, Inc. is focused on the BioVault(TM), the Q300 products
and most recently, the SEQUIAM-BIOLOCK.

BIOVAULT(TM)

We market a personal access denial decive called BioVault(TM) that uses
fingerprint recognition technology as the sole means to control access, and
requires no key, card or combination. The BioVault(TM) is constructed of
heavy-duty 12-gauge steel. The BioVault(TM) can be plugged into a house AC
current or run independently on three D-cell batteries for up to one year, and
is the only access denial device currently on the market with no manual override
system. The BioVault(TM) uses the same non-volatile memory as cell phones to
retain fingerprint information in the absence of any power source. When power is
low, the BioVault(TM) signals the user like a smoke detector.

The BioVault 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 BioVault is easy to
program and stores up to 15 authorized fingerprints. We believe that handgun
owners are the largest market for this product, and our marketing campaign
employs a video with a TV personality and a police academy instructor. Through
our agreement with T&N Enterprises, we have developed a relationship with the
National Rifle Association for the sale of the BioVault through the National
Rifle Association web site. As of September 30, 2004, we have generated $56,783
in revenues from sales of the BioVault.

Q300

In the first quarter of 2004, we licensed our biometric technology to
Security Marketing Group, LLC. Security Marketing Group, LLC has used that
technology to, with our assistance, design a product similar to the BioVault but
different in design and target market. This redesigned product is the Q300. As
of September 30, 2004, we have generated $25,000 in revenues from the licensing
of the Q300 to Security Marketing Group, LLC.

SEQUIAM-BIOLOCK

On May 14, 2004, we introduced the SEQUIAM-BIOLOCK, a biometric door
locking technology. The SEQUIAM-BIOLOCK has been designed to interface with any
remote keyless entry system. When a valid fingerprint is detected on the
biometric sensor, it opens up the lock. We plan to generate revenues from
licensing the SEQUIAM-BIOLOCK. At this time, we have not licensed this
technology.

B. FINGERPRINT DETECTION TECHNOLOGIES, INC.
----------------------------------------

Fingerprint Detection Technologies, Inc. is focused on our BritePrint
technology.

BRITEPRINT

The BritePrint technology is a light-emitting, diode-based,
headband-mounted light source developed to enhance the detection of dusted
latent fingerprints. The BritePrint system offers a low-cost, hands-free device
to be used during the investigative process by law enforcement. 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, or LED, the BritePrint 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. Video cameras can be fitted with
specially colored lenses or other optical scanning devices to provide additional
possibilities for recording critical crime scene evidence.

We acquired the BritePrint technology from the Westinghouse Savannah River
Company under the terms of a license agreement. Westinghouse Savannah River
Company is recognized as a world-class center of excellence for the development
and application of unique and innovative science and technology solutions.
Westinghouse Savannah River Company is the applied research and development
laboratory for the U.S. Department of Energy. The inventor of the BritePrint
technology is Eliel Villa-Aleman. As of September 30, 2004, we have not
generated any revenue from sales of the BritePrint and are currently looking to
license this product.

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 preparing our products
for sale. Sales and marketing efforts began in the fourth quarter of 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
of 2003 the BioVault generated sales of $47,621 and $56,783 for the nine-months
ended September 30, 2004. This is attributable to our marketing efforts with
the National Rifle Association. These sales totals were far less than

expected in spite of very favorable feedback from the National Rifle Association
email campaigns conducted during the fourth quarter of 2003. We believe that the
high retail price of the BioVault was an impediment to its sales. As a result we
have changed our marketing strategy regarding the BioVault. We developed a less
expensive version of the BioVault and helped develop an alternate version of the
BioVault; the Q300. In the first quarter of 2004, we licensed the Q300 to
Security Marketing Group, LLC, an experienced consumer products company. The
license to Security Marketing Group, LLC includes a $2 million license fee
payable in installments through December 31, 2004, an eight percent equity stake
in Security Marketing Group, LLC, and a $20 per unit royalty. We also redesigned
and reduced the cost of the original BioVault. We are currently in discussions
to license that product to another consumer products marketing company.

We had no sales from our redesigned IRP products available over the
Internet on a transaction fee basis. In the first quarter 2004, however, we
entered into a pilot program to deploy our IRP products with AlphaGraphics,
Inc., an international chain of 320 franchised print shops. This pilot program
will involve the identification, pursuit, sales and service of a number of
target accounts. We anticipate that the pilot program will last 90 days;
thereafter we may choose to expand the pilot program to other target accounts on
a national basis. The term of this arrangement is one year. We also entered into
pilot programs with another county school system and 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 market
estimates for our products and services are based primarily on our own market
research, market estimates provided to us by Danka Corporation, and market
estimates for the sale of the BioVault(TM) provided to us by the National Rifle
Association.

Our management believes that the market for our IRP products and services
includes small, medium and large corporations across all industry segments and
non-profit and governmental entities.

We are targeting our sales of IRP products 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

Our products and services are just now coming to market after a lengthy
development period and, to date, have been sold directly by us and, prior to its
acquisition, W.M.W. Communications, Inc. 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. We plan to form additional relationships with Value
---------------------
Added Resellers that are software companies and print equipment manufacturers
and distributors. Under a typical agreement, the Value Added Reseller will sell
our software products in conjunction with their own products. In some
instances, a Value Added Reseller might convert our products to their own
private-label. VII, Inc., a government contractor, is a current Value Added
Reseller, offering our products to a variety of federal government agencies and
other government contractors. Under the typical Value Added Reseller
agreement, we expect to grant the Value Added Reseller a non-exclusive license
to resell certain of our software products. In addition, we will permit the
Value Added Reseller to sublicense our software products to its own customers.
The Value Added Reseller will earn revenue from the sublicenses it grants to its
existing customers. As of September 30, 2004, no revenues have been received
from VII, Inc.

DISTRIBUTORS. We plan to form relationships with distributors that have
------------
experience selling technology products in geographic areas where we do not have
a physical presence. We currently have one distributor, BioMet Access Company,
LLC in Missouri, that markets and sells biometric products, including the
BioVault(TM), through a network of approximately 200 dealers, partners and
consultants. We intend to grant our distributors a non-exclusive license to
sell certain of our software products in these geographic areas. We will also
permit the distributor to grant sublicenses to use our software products. The
distributor will earn revenue from the sublicenses it grants. As of

September 30, 2004, we have received $4,273 revenue from BioMet Access Company,
LLC for sales of the BioVault(TM).

We have an agreement with the National Rifle Association to help distribute
the BioVault(TM). The National Rifle Association acts only as a sales agent and
will not purchase any of our products directly. The National Rifle Association
offers our BioVault(TM) in its online store and catalog and has estimated that
we will be able to sell approximately 50,000 units over the twelve months
following the second quarter 2004. As of September 30, 2004, we have generated
little revenue from this relationship because the National Rifle Association had
not completed or commenced its overall marketing plan. The National Rifle
Association expects to accelerate its marketing efforts in 2005 when we
introduce a new version of the BioVault which will be redesigned to their
specifications.

ALLIANCE PARTNERS. Our "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 our
products as a service to their clients, should often provide great influence on
sales. We will not maintain a formal financial relationship with our Alliance
Partners nor will our Alliance Partners receive fees in exchange for
recommending our products. In return for these referrals, we will, if the
occasion arises, refer management consulting services to our Alliance Partners.
For example, Danka Corporation has recommended our IRP and IRPlicator software
products to companies in a variety of industries, primarily healthcare and
education. As a result, two educational institutions have agreed to use IRP
beginning in the second quarter of 2004. As of September 30, 2004, we have not
received significant revenues from our Alliance Partners, but we have contracts
and commitments from two state universities and school systems as a result of
their referrals.

SEQUIAM ASSOCIATE PARTNERS. We will enter into independent contractor
--------------------------
relationships with individuals and organizations working in a self-determined
territory. These independent contractors will earn a commission based upon the
sales value of the products they sell. We seek candidates with a strong
background in our 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 our
products. The Roosevelt Group, Inc., William J. Metzger, Realvest, Inc., T&N
Enterprises, Inc., and the Quasar Group, Inc. are some of our associate partners
at this time. As of September 30, 2004, we have not received significant
revenues from these partners; however, we have begun a pilot project with
AlphaGraphics, Inc. that is currently underway as a result of the efforts of the
Roosevelt Group, Inc.

We have taken the following steps to establish relationships with other
value-added resellers, distributors and alliance and associate partners:

- We have one full-time employee for each of our segments whose job it
is to seek out new value-added resellers, distributors and alliance
and associate partners.

- We are also active in recruiting new selling and referral sources
through our networks and by advertising.

We also plan to license our print software, educational and biometrics
technologies to companies with greater selling resources and experience then us.
We are in discussions with various companies to license our Internet Remote
Print software products, Extended Classroom educational product, the original
BioVault(TM), BritePrint and other adaptations of our biometrics technologies.
In the first quarter of 2004 we licensed an adaptation of the BioVault(TM) known
as the Q300 to Security Marketing Group, LLC for a $2 million license fee and a
$20 per unit royalty.

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. Information contained on our website should not be considered
part of this prospectus.

COMPETITION

SEQUIAM IRP AND IRPLICATOR. We are unaware of competitors whose products
perform all of the functions performed by our 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. 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. We also provide hosting for those business
members of the Convention and Visitors Bureau 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. We are presently responding to
requests for proposals from two Convention and Visitors Bureaus 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 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. Brainpop appears to be used in 15% of America's schools and
used 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. As of September 30,
2004, we have not found such a strategic partner for our Extended Classroom
product.

WORLD OLYMPIANS ASSOCIATION. A competing web-development company based in
Europe has posted an alternative web site for the World Olympians Association.
This competitor claims that it was granted permission to post this web site by
the World Olympians Association.

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 and uses weaker hinges and locking
mechanisms than the BioVault(TM), which uses all steel construction. 9g
Products Inc. was founded in 2002 and its only product is the INPRINT(TM).

BRITEPRINT. 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 ultra violet 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 technology is a light-emitting, diode-based,
headband-mounted, light source developed to enhance the detection of dusted
latent fingerprints. The BritePrint 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 technology over competing methods are as
follows:

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

OUR CUSTOMERS

We provide internet access 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

Our patents pending for "BioVault " and "BritePrint" were recently denied.
We have resubmitted our patent applications with the United States Patent
Office. 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
application service provider 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 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 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.

RESEARCH AND DEVELOPMENT ACTIVITIES

SEQUIAM 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 our 2002 or 2003 research
and development expenses, as the product is complete and marketable.

SEQUIAM BIOMETRIC, INC. We acquired both the "BioVault(TM)" and
----------------------
"BritePrint" technology. Accordingly, we had no significant research and
development costs associated 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 1, 2004, we reduced our staff from 24 full-time employees to
five full-time salaried employees, two part-time hourly employees, four
full-time unpaid employees and three commission only salespersons. Five of these
employees worked in sales and marketing; six worked in product development and
support; and three provided general administrative services. 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 H. VandenBrekel, our President and Chief Executive Officer, Mark L.
Mroczkowski, our Senior Vice President and Chief Financial Officer, or Alan
McGinn, the Chief Technology 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 under the heading
"Management."

PROPERTIES

Our corporate headquarters are located at 300 Sunport Lane, Orlando,
Florida 32809. On July 1, 2001, the Brekel Group, Inc., prior to our
acquisition, 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, we entered into a lease forbearance agreement for 10,000
square feet of the same space for the remaining term of the lease. Because we
determined to cease Brekel's print and publishing operations before we acquired
it, 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.
In April 2004, we signed a new lease agreement and note payable with the
landlord that supercedes and replaces the lease forbearance agreement described
above.

The lease is for 24,085 square feet and is effective July 1, 2004 for a
period of seventy-two (72) months beginning July 1, 2004 and ending on June 30,
2010. The note payable was fixed at $1,600,000 together with interest thereon
at a simple interest rate equal to six percent (6%) per annum. Commencing on
August 1, 2004 and continuing on the first (1st) day of each month thereafter
through and including June 1, 2010, we are scheduled to pay to Lender payments
consisting of principal and interest in the amount of $26,517 per month.
Payments on the note commence July 1, 2004, through June 1, 2010.

LEGAL PROCEEDINGS

Sequiam Sports, Inc. (formerly known as Brekel Group, Inc.) entered into a
note payable with Xerox Corporation in November 2000 to finance equipment.
Sequiam Sports, Inc. also entered into a Document Services 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, Sequiam Sports, Inc. may terminate the agreement
without incurring any early termination charges. Sequiam Sports, Inc. gave
proper notice of such termination in March 2001. On September 3, 2002, Xerox
did, contrary to the contract, assert its claim for early termination charges
and for monthly minimum service charges on billings made after the termination
date. On June 29, 2004, Xerox Corporation filed a lawsuit in the Circuit Court
in and for Pinellas County, State of Florida. The amount in controversy is
$1,573,668.85. We dispute these claims and believe them to be without merit.

No other material legal proceedings are currently pending or threatened
against us.

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table shows the positions held by our current board of
directors and executive officers. 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.

NAME AGE POSITION
- ------------------------ --- --------

Nicholas H. VandenBrekel 40 Chairman, President and CEO; Director
Mark L. Mroczkowski 51 Senior Vice President and CFO; Director
James C. Stanley 66 President of Sequiam Biometrics, Inc.; Director
Alan McGinn 44 Vice President and CTO
Marianne Morrison 45 Vice President of Sales Sequiam Software, Inc.
David Dobkin 52 President of Sequiam Software, Inc.
John P. Bevilaqua 59 President and COO of Sequiam Sports, Inc.

NICHOLAS H. VANDENBREKEL. Mr. VandenBrekel is our founder and has served as
our President, Chief Executive Officer and Chairman of the Board since our
inception in 1999. Mr. VandenBrekel served as a consultant from 1997 to 1999.
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. Mr. VandenBrekel has been the President and Chief
Executive Officer of Brekel Group, Inc. for the last two years and was the
President of Sequiam, Inc. In the course of his assignments, Mr. VandenBrekel
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. Mr. VandenBrekel 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. Mr. VandenBrekel also holds degrees and diplomas in
electronics and the martial arts. Mr. VandenBrekel received the 2001 businessman
of the year award from the National Republican Congressional Committee's
Business Advisory Council.

MARK L. MROCZKOWSKI. Mr. Mroczkowski has served as our Senior Vice
President, Chief Financial Officer and as one of our directors since our
inception in 2001 and as Chief Financial Officer for Brekel Group, Inc. since
June 2000. Mr. Mroczkowski has an extensive business background. 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. 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. Mr. Mroczkowski has a strong background in finance and financial
management from his twenty-five years of practice. Mr. Mroczkowski managed
private placements, debt financing and Initial Public Offering preparations for
a number of firms. Mr. Mroczkowski has also managed audit, tax and consulting
engagements for a variety of organizations.

JAMES C. STANLEY. Mr. Stanley has served as President of Sequiam
Biometrics, Inc. since April 21, 2003 and has served as a one of our directors
since May 21, 2003. Since 2001, Mr. Stanley also serves as the Vice President
of Finance for Quasar Group, Inc. Prior to joining the Quasar Group, Inc., Mr.
Stanley worked with J.C. Stanley and Associates from 1997 to 2001. 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. which 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 prior to our
acquisition of Smart Biometrics, Inc, Mr. Stanley served as Chairman of that
company. Mr. Stanley has a BA and an MBA from the University of Virginia.

ALAN MCGINN. Mr. McGinn has served as our Chief Technology Officer since
March 1, 2003. Previously, Mr. McGinn 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. From 1984 to 1995, Mr. McGinn was a
Senior Design Engineer at Lockheed Martin. While at Lockheed Martin, Mr. McGinn
designed the night vision system for the Apache Helicopter. Mr. McGinn's 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 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.

MARIANNE MORRISON. Ms. Morrison has served as the Vice President of Sales
for Sequiam Software, Inc since July 26, 2004. For the past four years, Ms.
Morrison served as Vice President of Sales, Production Printing Group, of
Atlanta, GA-based IKON Office Solutions, a leading document management and
services firm. From 1990-2000, Ms. Morrison was with Xerox Corporation, an
international copy and equipment manufacturer and held various titles, including
Sales Operation Manager, Marketing Operations Manager, Integrated Sales Manager,
and Product Marketing Manager. Ms. Morrison has a Master's Degree in Education
from Bridgewater State College in 1983 and a Bachelor's Degree in Human Services
from Fitchburg State College in 1981.

DAVID DOBKIN. Mr. Dobkin has served as the President of Sequiam Software,
Inc. since April of 2004. Mr. Dobkin served as the Vice President, Internet and
E-Business Services, for AlphaGraphics, Inc. from 2001 to March 2004. Mr.
Dobkin also served as the Senior Vice President of Corporate Services and Senior
Vice President of Business Development of Caliber Learning Network from 1997 to
2001. Mr. Dobkin received a B.A. Degree from Knox College in 1975, an M.S.
Degree in Systems Engineering from the University of Illinois in 1979 and his
MBA from the University of Chicago in 1983.

JOHN P. BEVILAQUA. Mr. Bevilaqua has served as the President and Chief
Operating Officer of Sequiam Sports, Inc. since June of 2004. Mr. Bevilaqua
served as the President and Chief Executive Officer of Creative Marketing
Strategies, Inc. from 1994 to 2004. Mr. Bevilaqua served as the Chief Marketing
Officer for Jacoby Development, Inc. from 1997 to 2001 and served as a partner
of Unique Signature Applications, Inc. Mr. Bevilaqua also served as the National
Sports Manager and Olympic Project Manager for The Coca-Cola Company from 1978
to 1983. Mr. Bevilaqua received a B.S. Degree in Business Administration from
the University of Chattanooga.

None of our directors qualify as independent directors because all our
directors beneficially own stock in our company and are either employed by us or
one of our subsidiaries. As a result, our board of directors is unable to rely
upon an independent director to resolve director conflicts of interests. 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 receive input from an independent
director. Furthermore, our directors must comply with Section 310(a) of the
California Corporation Code when authorizing any such action. Because Section
310(a)(2) of the California Corporation Code is not available, any such action
must meet the requirements of Section 310(a)(1) or Section 310(a)(3) of the
California Corporation Code. 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 guarantee 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.

COMMITTEES OF THE BOARD

We do not currently have any formal board committees.

DIRECTOR COMPENSATION

None of our current directors receive compensation for their service as
directors.

FAMILY RELATIONSHIPS

There are no family relationships among our executive officers and
directors.

LEGAL PROCEEDINGS

During the past five years, none of our executive officers, directors,
promoters or control persons have been involved in a legal proceeding material
to an evaluation of the ability or integrity of such person.

EXECUTIVE COMPENSATION

The following Summary Compensation Table sets forth, for the years
indicated, all cash compensation paid, distributed or accrued for services,
including salary and bonus amounts, rendered in all capacities by our chief
executive officer and all other executive officers who received or are entitled
to receive remuneration in excess of $100,000 during the stated periods.

- ---------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- ---------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- ---------------------------------------------------------------------------------------------------------------
AWARDS
- ---------------------------------------------------------------------------------------------------------------
OTHER SECURITIES
NAME & ANNUAL RESTRICTED UNDERLYING ALL
PRINCIPAL COMPENSATION STOCK OPTIONS/SARS LTIP OTHER
POSITION YEAR SALARY BONUS (2) AWARDS (3) PAYOUTS COMPENSATION
===============================================================================================================

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

Footnotes:

(1) None of the annual salary amounts shown were paid in 2003, 2002 or 2001 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.

OPTIONS/SAR GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 2003

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.

- -------------------------------------------------------------------------------------------------
Name Number of Percent of total Exercise or Expiration date
securities underlying options/SARs granted base price
options/SARs to employees ($/Sh)
granted (#) in fiscal year
- -------------------------------------------------------------------------------------------------

Nicholas
VandenBrekel 5,000,000 51.76% $ 0.187 November 27, 2013
- -------------------------------------------------------------------------------------------------
Mark Mroczkowski 4,000,000 41.41% $ 0.187 November 27, 2013
- -------------------------------------------------------------------------------------------------

AGGREGATED OPTION/SAR EXERCISES IN FISCAL YEAR ENDED DECEMBER 31, 2003 AND
FISCAL YEAR END OPTION/SAR VALUES

There were no exercises of stock options during the 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 us and our 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. If they are not terminated by August 1, 2004, they will be
extended automatically until October 1, 2005. The agreements provide for
compensation in the form of minimum annual salary of $185,000 and $175,000
respectively, and allow for salary increases, 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
did not 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 Chief Technology Officer 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, we will pay him an annual base salary
of $75,000, and we may be obligated to grant options exercisable into 500,000
shares of our common stock, to be vested one-third at the end of twelve months,
and one-third at the end of each subsequent twelve-month period. The option
price per share will equal the average closing trading price per share for the
ten day trading period immediately preceding the granting of the options.

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 earn or accrue

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.

Mr. David Dobkin was hired as the President of Sequiam Software, Inc.
pursuant to an employment agreement dated as of April 1, 2004 and extends for a
term of two years. Mr. Dobkin earns annual compensation of $150,000 until we
acquire at least $3 million in new equity capital. Once we acquire $3 million
in new equity capital, Mr. Dobkin's annual compensation will increase to
$175,000. Upon the commencement of employment, Mr. Dobkin earned 50,000 shares
of restricted common stock which we have not issued as of the date of this
prospectus. In addition, we will pay Mr. Dobkin a sign-on bonus of $50,000, net
of taxes, once we acquire $3 million in new equity capital. We may be obligated
to grant to Mr. Dobkin stock options exercisable into two million shares of
common stock at an exercise price equal to the market price as of the date of
employment.

Ms. Marianne Morrison was hired as the Vice President of Sales of Sequiam
Software, Inc. pursuant to a letter agreement dated July 26, 2004 and extends
for a term of two years, and may be extended for successive one year periods.
Ms. Morrison earns annual compensation of $140,000 until December 31, 2004.
Beginning on January 1, 2005, Ms. Morrison's annual compensation will increase
to $152,000. Ms. Morrison will also earn a $1,000 bonus for each new account
closed and a commission equal to 1% of team gross sales/override on direct and
indirect sales, paid monthly. In the event that a change in control of Sequiam
Software, Inc. occurs, then Ms. Morrison will receive a lump sum payment equal
to two years salary if occurring during the first two years of her employment or
will receive a lump sum payment equal to one years salary for each year
thereafter.

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.

STOCK OWNERSHIP

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The table below sets forth, as of November 30, 2004, certain information
with respect to the beneficial ownership of our common stock by each person whom
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. Except as otherwise set forth
below, the address of each of the persons listed below is 300 Sunport Lane,
Orlando, Florida 32809.

Shares Beneficially Percentage of Shares
Name Owned Beneficially Owned
---- ----- ------------------

Nicholas H. VandenBrekel 23,325,000(1) 44.54%
Mark L. Mroczkowski 9,251,118(2) 18.01%
Officers and Directors as a group 32,576,118 57.78%
Optimix Private Equity Fund CV
Johannes Vermeer Straat 14 224 Box 15543
Amsterdam, NA Netherlands 1001 2,666,666 5.63%
Laurus Master Fund, Ltd.
c/o M&C Corporate Services Limited
P.O. Box 309 G.T.
Ugland House, South Church Street
George Town
Grand Cayman, Cayman Islands 2,363,889(3) 4.99%
Walter H. Sullivan, III
4 Embarcabero Center Suite 1570
San Francisco, California 94111 11,064,214(4) 19.70%
<FN>
(1) Includes 5,000,000 shares that may be acquired upon exercise of stock options.

(2) Includes: (a) 4,000,000 shares that may be acquired upon exercise of stock
options; and (b) 294,118 shares owned by Mr. Mroczkowski's wife, of which
he disclaims beneficial ownership.
(3) Although 6,060,606 shares may be acquired immediately upon conversion of an
outstanding secured convertible term note at a conversion price of $0.33
per share and 1,136,666 shares which may be purchased immediately upon
exercise of outstanding common stock purchase warrants as further discussed
below, the convertible note and warrant contain provisions which restrict
Laurus from beneficially owning in excess of 4.99% of our outstanding
shares of common stock provided that Laurus can waive this restriction on
75 days notice to the Company or upon an event of default under the
outstanding secured convertible term note. See "Principal and Selling
Shareholders" and "Description of Securities." Does not include an
additional 1,772,728 shares which may be issuable on account of interest
and any possible penalties or anti-dilution adjustments.
(4) Includes 8,784,201 shares of common stock which may be issued upon exercise
of outstanding warrants and 2,280,013 that are held of record. This does
not include any stock that may be beneficially owned by Mr. Sullivan and
held by brokers in "street name."

ORGANIZATION WITHIN LAST FIVE YEARS

Nicholas H. VandenBrekel and Mark L. Mroczkowski may be considered our
founders or promoters. The consideration paid to Messrs. VandenBrekel and
Mroczkowski is discussed elsewhere in this prospectus.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

INDEBTEDNESS

On February 1, 2002, Mark L. Mroczkowski, our Chief Financial Officer and a
shareholder, loaned Sequiam Sports, Inc. (formerly Brekel Group, Inc.) $50,000.
Interest is payable at 6%. As of September 30, 2004, the balance due under this
loan was $50,000 payable on demand together with accrued interest of $2,000.

Nicholas H. VandenBrekel, our President, Chief Executive Officer and
majority shareholder, has advanced money to us and Sequiam Software, Inc. under
demand notes. At September 30, 2004, we owed $270,450 on these notes, including
accrued interest of $22,757. The notes bear interest at 2% per annum and are
due on demand.

CERTAIN EQUITY HOLDINGS

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.

COMMON STOCK PERCENT OF COMMON STOCK PERCENT OF
NAME BEFORE CLOSING CLASS AFTER CLOSING CLASS
- ----------------------------------------------------------------------------------

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%
- ----------------------------------------------------------------------------------

(1) At the time of the transaction, Mr. 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 our
acquisition of Brekel Group, Inc. in July 2002.

(2) At the time of the transaction, Mr. 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 by
Brekel Group, Inc. were returned to treasury and cancelled upon our
acquisition of Brekel Group, Inc. in July 2002.

In July 2002, we acquired Sequiam Sports, 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.

COMMON STOCK PERCENT OF COMMON STOCK PERCENT OF
NAME BEFORE CLOSING CLASS(1) AFTER CLOSING CLASS(2)
- ----------------------------------------------------------------------------------

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%
- ----------------------------------------------------------------------------------

(1) Based upon 24,223,000 shares issued and outstanding prior to closing.

(2) Based upon 24,224,172 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 by Brekel Group, Inc. were returned to treasury and cancelled upon our
acquisition of Brekel Group, Inc. in July 2002.

(4) At the time of the transaction, Mark L. 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 by
Brekel Group, Inc. were returned to treasury and cancelled upon our
acquisition of Brekel Group, Inc. in July 2002.

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth:

- the name of the selling stockholder;

- the number of shares of common stock beneficially owned by the selling
stockholder as of November 30, 2004;

- the maximum number of shares of common stock that may be offered for
the account of the selling stockholder under this prospectus; and

- the amount and percentage of common stock that would be owned by the
selling stockholder after completion of the offering, assuming a sale
of all of the common stock that may be offered by this prospectus.

Except as otherwise noted below and elsewhere in this prospectus, the
selling stockholder has not, within the past three years, had any position,
office or other material relationship with us. The selling stockholder is not a
member of the National Association of Securities Dealers, Inc.

Beneficial ownership is determined under the rules of the U.S. Securities
and Exchange Commission. The number of shares beneficially owned by a person
includes shares of common stock underlying warrants, stock options and other
derivative securities to acquire our common stock held by that person that are
currently exercisable or convertible within 60 days after November 30, 2004. The
shares issuable under these securities are treated as if outstanding for
computing the percentage ownership of the person holding these securities, but
are not treated as if outstanding for the purposes of computing the percentage
ownership of any other person.

BENEFICIAL OWNERSHIP
AFTER THIS OFFERING(4)
BENEFICIAL SHARES -----------------------
OWNERSHIP PRIOR TO REGISTERED IN NUMBER OF
NAME THIS OFFERING(1) THIS OFFERING SHARES PERCENT
- ---------------------------------------------------------------------------------------------------

Laurus Master Fund, Ltd.(5) 2,363,889(2) 8,970,000 (3) 0 0
c/o M&C Corporate Services Limited
P.O. Box 309 G.T.
Ugland House, South Church Street
George Town
Grand Cayman, Cayman Islands
<FN>
_________________

(1) Beneficial ownership as of November 30, 2004, for the selling stockholder
based upon information provided by the selling stockholder or known to us.

(2) Represents beneficial ownership of 4.99% of our outstanding common stock.
6,060,606 shares may be acquired immediately upon conversion of an
outstanding secured convertible term note at a conversion price of $0.33
per share and 1,136,666 shares which may be purchased immediately upon
exercise of outstanding common stock purchase warrants, however, Laurus is
prohibited from beneficially owning in excess of 4.99% of our outstanding
shares of common stock without an event of default under the outstanding
secured convertible term note or without providing 75 days notice. See
"Description of Securities."

(3) This number includes 6,060,606 shares of our common stock issuable upon
conversion of an outstanding secured convertible term note, issued as of
April 27, 2004, an additional 1,772,728 shares issuable on account of
interest and any possible penalties or anti-dilution adjustments relating
to the term note and up to 1,136,666 shares of our common stock issuable
upon exercise of two outstanding common stock purchase warrants. The first
warrant, which is exercisable into 666,666 shares of our common stock, was
issued as of April 27, 2004. The second warrant, which is exercisable into
470,000 shares of our common stock, was issued as of October 27, 2004,
pursuant to the Amendment and Waiver to Securities Purchase Agreement and
Related Agreements. This prospectus is not available for the resale of
shares received in payment of interest pursuant to the selling
stockholder's voluntary election to convert any portion of the outstanding
secured convertible term note.

(4) Assumes the sale of all shares of common stock registered pursuant to this
prospectus, although the selling stockholder is under no obligation known
to us to sell any shares of common stock at this time.

(5) Laurus Capital Management, LLC, a Delaware limited liability company, may
be deemed a control person of the shares owned by Laurus Master Fund, Ltd.
David Grin and Eugene Grin are the sole members of Laurus Capital
Management, LLC. The address for Messrs. Grin is 825 Third Avenue, 14th
Floor, New York, New York 10022.

The terms of the convertible term note and warrants, under which the shares
of common stock are included for resale under this prospectus, prohibit
conversion of the note or exercise of the warrants to the extent that conversion
of the note and exercise of the warrants would result in Laurus, together with
its affiliates, beneficially owning in excess of 4.99% of our outstanding shares
of common stock. Laurus may waive the 4.99% limitation upon 75 days' prior
written notice to us or upon the occurrence and continuance of an event of
default under the convertible term note. This limitation does not preclude
Laurus from converting or exercising the note or warrants in stages over time,
where each stage does not leave it and its affiliates to beneficially own shares
in excess of this limitation percentage.

PLAN OF DISTRIBUTION

DISTRIBUTION BY SELLING STOCKHOLDERS

We are registering the shares of our common stock covered by this
prospectus for the selling stockholder. As used in this prospectus, "selling
stockholder" includes the donees, transferees or others who may later hold the
selling stockholder's interests. The selling stockholder will act independently
of us in making decisions with respect to the timing, manner and size of each
sale. The selling stockholder may, from time to time, sell all or a portion of
its shares of common stock on the OTC Bulletin Board or on any national
securities exchange or automated inter-

dealer quotation system on which our common stock may be listed or traded, in
negotiated transactions or otherwise, at prices then prevailing or related to
the current market price or at negotiated prices. One or more underwriters on a
firm commitment or best efforts basis may sell the shares of common stock
directly or through brokers or dealers or in a distribution. The methods by
which the shares of common stock may be sold include:

- a block trade (which may involve crosses) in which the broker or
dealer engaged will attempt to sell the shares of common stock as
agent, but may position and resell a portion of the block, as
principal, to facilitate the transaction,

- purchases by a broker or dealer, as principal, and resales by such
broker or dealer for its account pursuant to this prospectus,

- ordinary brokerage transactions and transactions in which the broker
solicits purchasers or through market makers,

- transactions in put or call options or other rights (whether
exchange-listed or otherwise) established after the effectiveness of
the registration statement of which this prospectus is a part, and

- privately-negotiated transactions.

Laurus has agreed, pursuant to the securities purchase agreement between
Laurus and us, that neither Laurus nor any of its affiliates and investment
partners will or will cause any person or entity, directly or indirectly, to
engage in "short sales" of our common stock for as long as the convertible term
note is outstanding. "Short sales" are contracts for the sale of shares of
stock that the seller does not own, or certificates which are not within the
seller's control, so as to be available for delivery at the time when, under
applicable rules, delivery must be made.

In addition, any of the shares of common stock that qualify for sale
pursuant to Rule 144 promulgated under the Securities Act of 1933 may be sold in
transactions complying with that Rule, rather than pursuant to this prospectus.

For sales to or through broker-dealers, these broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
selling stockholder or the purchasers of the shares, or both. We have advised
the selling stockholder that the anti-manipulative provisions of Regulation M
under the Securities Exchange Act of 1934 may apply to its sales in the market
and have informed it that it must deliver copies of this prospectus. We are not
aware, as of the date of this prospectus, of any agreements between the selling
stockholder and any broker-dealers with respect to the sale of the shares of
common stock.

Any broker-dealers or agents participating in the distribution of our
shares may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, and any commissions received by any broker-dealer or agent and
profit on any resale of shares of common stock may be deemed to be underwriting
commissions under the Securities Act of 1933. The commissions received by a
broker-dealer or agent may be in excess of customary compensation.

At a time a particular offer of shares is made by the selling stockholder,
a prospectus supplement, if required, will be distributed that will set forth
the names of any underwriters, dealers or agents and any discounts, commissions
and other terms constituting compensation from the selling stockholder and any
other required information.

In connection with distributions of the selling stockholder's shares, or
otherwise, the selling stockholder may enter into hedging transactions with
broker-dealers or others prior to or after the effective time of the
arrangement. These broker-dealers may engage in short sales of shares or other
transactions in the course of hedging the positions assumed by them or
otherwise. The selling stockholder may also:

- enter into option or other transactions with broker-dealers or others
that may involve the delivery to those persons the shares, and
broker-dealers may resell those shares pursuant to this prospectus,
and

- pledge the shares to a broker-dealer or others and, upon a default,
these persons may effect sales of the shares pursuant to this
prospectus.

We have advised the selling stockholder that open positions in shares of
common stock covered by this prospectus prior to the registration statement, of
which this prospectus is a part, being declared effective by the U.S. Securities
and Exchange Commission may constitute a violation of Section 5 of the
Securities Act of 1933. The selling stockholder advised us that it did not have
an open position in the common stock covered by this prospectus at the time of
its response to our inquiry.

In order to comply with securities laws of some states, if applicable, the
shares of our common stock may be sold only through registered or licensed
broker-dealers.

The selling stockholder will be subject to applicable provisions of the
Securities Exchange Act of 1934 and its rules and regulations, including without
limitation, Rule 102 under Regulation M. These provisions may limit the timing
of purchases and sales of our common stock by the selling stockholder. Rule 102
under Regulation M provides, with limited exceptions, that it is unlawful for
the selling stockholder or its affiliated purchaser to, directly or indirectly,
bid for or purchase or attempt to induce any person to bid for or purchase, for
an account in which the selling stockholder or affiliated purchaser has a
beneficial interest in any securities that are the subject of the distribution

during the applicable restricted period under Regulation M. All of the above
may affect the marketability of our common stock.

Because it is possible that a significant number of shares could be sold at
the same time under this prospectus, these sales, or that possibility, may have
a depressive effect on the market price of our common stock.

We will receive none of the proceeds from the sale of the shares of common
stock by the selling stockholder, except upon exercise of the outstanding common
stock purchase warrant.

We will pay all costs and expenses incurred in connection with the
registration under the Securities Act of 1933 of the shares of common stock
offered by the selling stockholder, including all registration and filing fees,
listing fees, printing expenses, and our legal and accounting fees. The selling
stockholder will pay all of its own brokerage fees and commissions, if any,
incurred in connection with the sale of its shares of common stock.

We cannot assure you, however, that the selling stockholder will sell any
of the shares of common stock it may offer.

DESCRIPTION OF SECURITIES

Our authorized capitalization consists of 100,000,000 shares of common
stock, par value $.001 per share, and 50,000,000 shares of preferred stock, par
value $.001 per share. As of November 30, 2004, there were issued and
outstanding 47,372,527 shares of common stock and no shares of preferred stock.

The following summary of the important provisions of our common stock,
secured convertible term note, common stock purchase warrants, articles of
incorporation and by-laws is qualified by reference to the provisions of our
articles of incorporation and by-laws and the forms of note and warrants
incorporated by reference as exhibits to the registration statement of which
this prospectus is a part.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of our common
stock entitled to vote in any election of directors may elect all of the
directors standing for election. Holders of our common stock are entitled to
receive dividends ratably, if any, as may be declared from time to time by our
board of directors out of funds legally available therefor. Upon the
liquidation, dissolution or winding up of the company, the holders of our common
stock are entitled ratably to our net assets available after the payment of all
liabilities. Holders of our common stock have no preemptive, subscription,
redemption or conversion rights, and

there are no redemption or sinking fund provisions applicable to the common
stock. The outstanding shares of our common stock are validly issued, duly
authorized, fully paid and non-assessable.

SECURED CONVERTIBLE TERM NOTE

The secured convertible term note issued as of April 27, 2004 has a term of
three years and accrues interest at an annual rate equal to the "prime rate"
published in the Wall Street Journal plus 2%. Interest is payable monthly in
arrears commencing on June 1, 2004, and on the first day of each consecutive
calendar month thereafter. Monthly amortization payments commence on August 2,
2004, at the rate of $60,606. Pursuant to the Amendment and Waiver to
Securities Purchase Agreement and Related Agreements, monthly amortization
payments have been deferred until May 2, 2005. Thereafter, monthly amortization
payments will resume at the rate of $75,758.

The interest rate is subject to adjustment on a month-by-month basis if
specified conditions are met (including that the shares of common stock
underlying the conversion of the note and the common stock purchase warrant are
registered with the SEC and whether and to what extent the average price of the
stock exceeds or is less than the fixed conversion price).

The holder of the note has the option to convert all or a portion of the
note (including principal, interest, fees and charges) into shares of common
stock at any time, subject to specified limitations, at a fixed conversion price
of $0.33 per share. The conversion price is subject to adjustment for stock
splits, stock dividends and other similar events. Our obligations under the
note are secured by a first lien on all our assets and those of our
subsidiaries.

We have the option of prepaying the note by paying to the holder a sum of
money equal to 130% of the principal amount of the note, together with accrued
but unpaid interest thereon and any and all other sums due, accrued or payable
to the holder arising under the note and certain related agreements outstanding
on the day written notice of redemption is given to the holder. A notice of
redemption shall not be effective with respect to any portion of the note for
which the holder has a pending election to convert shares.

In addition, the holder may not convert the note if, as a result of the
conversion, the holder would beneficially own more than 4.99% of the outstanding
shares of common stock. The holder is entitled to revoke these restrictions if
it provides us with 75 days prior written notice or upon the occurrence and
continuance of an event of default under the convertible term note.

COMMON STOCK PURCHASE WARRANTS

The common stock purchase warrants entitles the holder of the warrants to
purchase up to 1,136,666 shares of our common stock from April 27, 2004 to April
27, 2010. The exercise price per share for the first Laurus warrant is as
follows: (i) $0.41 for the first 222,222 shares; (ii) $0.50 for the next 222,222
shares; and (iii) $0.58 for the next 222,222 shares of common stock. The
exercise price per share for the second Laurus warrant, issued in connection
with the Amendment and Waiver to Securities Purchase Agreement and Related
Agreements, is $0.33. The warrants may not be redeemed by us.

The warrants may be exercised upon surrender of the warrant certificates on
or prior to the expiration date at our offices with the "Form of Subscription"
on the reverse side of the warrant certificates filled out and executed as
indicated, accompanied by payment of the full exercise price for the number of
shares being exercised under the warrants. In addition to the use of cash,
certified or official bank check as payment for the exercise of the warrants,
the warrant holder may also exercise the warrants by surrendering that number of
shares of common stock issuable under the warrants with a fair market value
equal to the exercise price of the portion of the warrants to be exercised.

The warrants contains provisions that protect the holder against dilution
by adjustment of the purchase price in specified events, such as stock
dividends, stock splits and other similar events. The holder of the warrants
will not possess any rights as a stockholder unless and until the holder
exercises the warrants.

In addition, the holder may not exercise the warrants if, as a result of
the exercise, the holder would beneficially own more than 4.99% of the
outstanding shares of common stock. The holder is entitled to revoke these

restrictions if it provides us with 75 days prior written notice or upon the
occurrence and continuance of an event of default under the convertible term
note.

We may at any time during the term of the warrants reduce the then current
exercise price to any amount and for any period of time deemed appropriate by
our board of directors. The warrants do not confer upon the holder any voting
or any other rights as a stockholder.

REGISTRATION RIGHTS

We have a registration rights agreements with the selling stockholder. All
of the stock subject to the registration rights agreement is being registered in
this prospectus in accordance with the terms of that agreement.

In connection with the issuance of the secured convertible term note and
the common stock purchase warrants described above, we agreed to file a "resale"
registration statement with the SEC covering the shares of our common stock
issuable upon the conversion of the note and exercise of the warrants. We are
obligated to maintain the effectiveness of the "resale" registration statement
from its effective date through and until all securities registered under the
registration statement have been sold or are otherwise able to be sold under
Rule 144(k), in which case we will no longer be required to keep the
registration statement effective. We agreed to use our best efforts to have the
"resale" registration statement declared effective by the SEC as soon as
possible and, in any event, by December 19, 2004. If we do not meet this
deadline, we are required to pay an amount in cash, as liquidated damages, and
not as a penalty, equal to 2.0% or $40,000 for each thirty day period (prorated
for partial periods) on a daily basis of the original principal amount of the
secured convertible term note. The liquidated damages is to be paid every
thirty days until this registration statement is declared effective by the SEC.

INDEMNIFICATION AND LIMITED LIABILITY PROVISIONS

LIMITED LIABILITY

Our articles of incorporation provides that the liability of our directors
for monetary damages shall be eliminated to the fullest extent permissible under
California law. Under California law, a director may be subject to liability
for:

- Any breach of such director's duty of loyalty to us or our
stockholders;
- Acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
- Making unlawful payments of dividends or unlawful stock purchase or
redemption by us; or
- transactions from which such director derived any improper personal
benefit.

Accordingly, our officers or directors may have no liability to our
shareholders for any mistakes or errors of judgment or for any act of omission,
unless such act or omission involves intentional misconduct, fraud, or a knowing
violation of law or results in unlawful distributions to our shareholders.

INDEMNIFICATION

We have authority under Section 317 of the California General Corporation
Law to indemnify our directors and officers to the extent provided in such
statute. Our bylaws provide that we shall indemnify our executive officers and
directors. Under Section 317 of the California General Corporation Law, a
corporation may indemnify a director or officer if: (a) such person acted in
good faith and in a manner reasonably believed by such person to be in the best
interests of the corporation; or (b) with respect to criminal proceedings, such
person had no reasonable cause to believe that his or her conduct was unlawful.

Our employment agreements with Mr. VandenBrekel, Mr. Mroczkowski and Mr.
McGinn, each contain indemnification obligations pursuant to which we have
agreed to indemnify each such person for all expenses and liabilities, including
criminal monetary judgments, penalties and fines, incurred by such person in
connection with any criminal or civil action brought or threatened against such
person by reason of such person being or having been our officer or director or
employee. In order to be entitled to indemnification by us, such person must
have acted in good faith and in a manner such person believed to be in our best
interests and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for our common stock is Pacific Stock
Transfer Company, 500 E. Warm Springs Rd., Suite 240, Las Vegas, NV 89119.

MARKET INFORMATION

Our common stock is quoted on the OTC Bulletin Board under the symbol
"SQUM.OB."

LEGAL MATTERS

The validity of the shares of common stock offered in this prospectus will
be passed upon for us by our counsel, Greenberg Traurig, P.A.

EXPERTS

The financial statements as of and for the year ended December 31, 2003
included in this prospectus have been so included in reliance on the report of
Teddar, James, Worden & Associates, P.A., independent accountants, given on the
authority of said firm as experts in auditing and accounting.

The financial statements as of and for the year ended December 31, 2002
included in this prospectus have been audited by Gallogly, Fernandez & Riley,
LLP, independent certified public accountants, to the extent and for the period
set forth in their report appearing elsewhere herein and are included in
reliance upon such report given upon the authority of said firm as experts in
auditing and accounting.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

On January 19, 2004, we terminated Gallogly, Fernandez & Riley, LLP as our
independent auditor. Our Board of Directors approved the termination of
Gallogly, Fernandez & Riley, LLP. Gallogly, Fernandez & Riley, LLP audited our
financial statements for the fiscal years ended December 31, 2002 and 2001.

Gallogly, Fernandez & Riley, LLP 's report on our financial statements for
the fiscal years ended December 31, 2002 and 2001 did not contain any adverse
opinion or disclaimer of opinion and were not qualified as to uncertainty, audit
scope or accounting principles. During the recent fiscal year ended December
31, 2003, (i) there were no disagreements between us and Gallogly, Fernandez &
Riley, LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure which, if not resolved to
the satisfaction of Gallogly, Fernandez & Riley, LLP, would have caused
Gallogly, Fernandez & Riley, LLP to make reference to the subject matter of the
disagreement in connection with its reports and (ii) there were no "reportable
events," as defined in Item 304(a)(1)(v) of Regulation S-K of the SEC. The
decision to replace Gallogly, Fernandez & Riley, LLP was not the result of any
disagreement between Gallogly, Fernandez & Riley, LLP and us on any matter of
accounting principle or practice, financial statement disclosure or audit
procedure.

Concurrently, on January 19, 2004, our Board of Directors approved the
appointment of Tedder, James, Worden & Associates, P.A. as our new independent
accountant and auditor. We did not consult with Tedder, James, Worden &
Associates, P.A. on any matters related to accounting principles or practice,
financial statement disclosures or audit procedures prior to selecting and
appointing Tedder, James, Worden & Associates, P.A. as our auditor.

INDEX TO CONSOLIDATED FINANCIAL INFORMATION

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

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

Unaudited Condensed Financial Statements for the Three and Nine Months Ended
September 30, 2004 and 2003:
Balance Sheets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-24
Statements of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . . . F-25
Statements of Stockholders' Deficit . . . . . . . . . . . . . . . . . . . . . . F-26
Statements of Cash Flows. . . . . . . . . . . . . . . . . . . . . . . . . . . . F-27
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . F-29

F-1

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Sequiam Corporation

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

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

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

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

/S/ GALLOGLY, FERNANDEZ & RILEY, LLP

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

F-2

REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders
Sequiam Corporation:

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

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

SEQUIAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

December 31,
--------------------------
2003 2002
------------ ------------

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
==========================

See accompanying notes to consolidated financial statements

F-4

SEQUIAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31,
2003 2002
------------- -------------

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

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

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

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

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

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

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

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

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

See accompanying notes to consolidated financial statements

F-5

SEQUIAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
Years Ended December 31, 2003 and 2002

Common Shares
----------------------
Shares Par Additional Stock Accumulated Total
Outstanding Value Paid-in Subscription Deficit
Capital Receivable
-----------------------------------------------------------------------------------

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)
===================================================================================

See accompanying notes to consolidated financial statements

F-6

SEQUIAM CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

Year ended December 31,
2003 2002
------------ --------------

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

See accompanying notes to consolidated financial statements

F-7

SEQUIAM CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2003 and 2002

NOTE 1 - SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business and Acquisitions

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

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

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

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

Effective July 19, 2002 ("date of acquisition"), Sequiam Corporation
acquired 94.54% of the issued and outstanding shares of Brekel Group, Inc., a
Delaware corporation ("Brekel"), in exchange for 11,522,263 shares of Sequiam
Corporation common stock, pursuant to a Stock Exchange Agreement and Plan of
Organization, dated June 17, 2002 (the "Agreement"). The shares exchanged were
at an exchange rate of 1:1. In connection with the merger, the majority
shareholder of Brekel returned 9,500,000 shares leaving 12,229,594 common shares
of Brekel outstanding before the exchange with Sequiam Corporation. Sequiam
Corporation acquired 630,998 or 4.84% of the remaining issued and outstanding
common shares of Brekel on December 16, 2002 for a total of 12,153,261 shares or
99.38% of Brekel's issued and outstanding common shares. The acquisition of
Brekel was accounted for as a purchase of the assets and the results of
operations of Brekel are included in the accompanying financial statements since
the date of acquisition. The excess of the purchase price ($13,575,193) over
the carrying value of the net liabilities acquired ($4,554) of $13,579,747 was
accounted for as a constructive dividend to the Brekel shareholders. Goodwill
was not recognized on the transaction because Sequiam and Brekel were under
common control. The purchase was determined based on the 12,153,261 shares
issued times $1.12, the average closing stock

F-8

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.

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)
===========

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(TM) is a secure safe that utilizes patent
pending technology and protocols to recognize a person's fingerprint to unlock.
The excess of the purchase price over the fair value of the office equipment
acquired of $50,000 was $700,000 and was allocated to the BioVault(TM)
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.

F-9

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 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.

F-10

Software Development Costs

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

Acquired Software

Intellectual Properties

Revenue Recognition

The Company derives or plans to derive revenues from four sources: (i) the sale
and licensing of our software products; (ii) consulting, custom software
services and web development services; (iii) maintenance agreements; and (iv)
Internet access and web hosting services. As of December 31, 2003, the Company
has not yet generated revenues from the sale or licensing of software products.
Software license revenue will be recognized when all of the following criteria
have been met: there is an executed license agreement, software has been
delivered to the customer, the license fee is fixed and payable within twelve
months, collection is deemed probable and product returns are deemed reasonably
estimable. However, for arrangements extending beyond our normal and customary
terms, software license revenue is recognized as payments from customers become
due, provided all other software revenue recognition criteria have been met.
Maintenance revenues are recognized ratably over the term of the maintenance
contract, typically 12 to 36 months. Custom software services and small web
development services are typically performed over a period ranging from a few
days to a few weeks and revenues are recognized upon completion of the project.
Consulting service revenues are recognized when services are performed.
Internet access and web hosting services are recognized over the period the
services are provided, typically month-to-month. Cash received from the
customers in advance of amounts earned will be deferred and recorded as a
liability.

Accounting for Stock-Based Compensation.

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

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

F-11

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)

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. Additionally, Management is seeking to obtain working capital
through convertible debt arrangements (See Notes 12 and 15) and the continued
sale of its stock.

Reclassification

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

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standards Board ("FASB") issued
Interpretation No. 46, Consolidation of Variable Interest Entities
("Interpretation No. 46"). In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either does not have equity investors with voting rights or has
equity investors that do not provide sufficient financial resources for the

F-12

entity to support its activities. Interpretation No. 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual returns or both. The
Company does not expect that Interpretation No. 46 will have a material effect
on the Company's results of operations or financial condition as the Company
does not currently utilize or have interests in any variable interest entities.

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

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

NOTE 2 -. PROPERTY AND EQUIPMENT

Property and equipment consist of the following at December 31:

2003 2002
---------- ----------

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
======================

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

NOTE 3 - INTANGIBLE ASSETS

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

Weighted-average Gross Net
Amortization Carrying Accumulated Carrying
Amortized Intangible Assets period Amount Amortization Amount
- --------------------------- ---------------- ---------- ------------- ----------

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
=====================================

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

F-13

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

NOTE 4 - NOTES AND DEBENTURES PAYABLE

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

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

Effective as of January 29, 2004, the Company entered into an Agreement of
Accord and Satisfaction with LJCI pursuant to which LJCI agreed to accept
$200,000 plus 100,000 shares of restricted common stock in accord and
satisfaction of the debenture and warrant and other documents related to the
Initial Financing. As a result, all of our obligations under the Initial
Financing, including the obligation to file a new registration statement, have
been terminated.

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

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

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

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

On May 13, 2003, Sequiam entered into a loan agreement with Lee Harrison
Corbin, Attorney-in-Fact For the Trust Under the Will of John Svenningsen, for a
principal loan amount of $400,000 under a promissory note bearing interest at
five percent (5%). In connection with this loan, Sequiam Corporation issued two
warrants to the holder to purchase 625,000 shares of its common stock at an
exercise price of $0.01 per share and 350,000 shares of its common stock at
$1.00 per share. The Warrants for 625,000 (See Note 8) shares were exercised on
June 25, 2003 and the warrants for 350,000 remain outstanding and expire in May
2008. The fair value of the attached

F-14

warrants exceeded the value of the proceeds received from the Note and has been
recorded as a debt discount of $400,000. The payment schedule was originally
tied to that of the LJCI Convertible Debenture described above. However, on
January 30, 2004 the Company amended the loan agreement such that all principal
and interest become due on January 30, 2005. The debt discount has been
amortized over the original estimated life of the Note of 36 months. Beginning
in January 2004, the remaining unamortized debt discount will be amortized over
twelve months. As of December 31, 2003, the balance of the Note, net of the
unamortized debt discount of $133,928 was $266,072 and is included in Notes
Payable.

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

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

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

FACE DEBT CARRYING
AMOUNT DISCOUNT AMOUNT
------------------------------

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
==============================

NOTE 5 - LOANS FROM SHAREHOLDERS

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

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

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

F-15

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

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

NOTE 6 - INCOME TAXES

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

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

Years ended December 31,
2003 2002
--------------- -------------

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) $ - $ -
=============== =============

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

Deferred tax assets: 2003 2002
--------------- ------------
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 $ - $ -
=============== =============

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

NOTE 7 - LONG-TERM DEBT AND LEASE COMMITMENT

Effective July 1, 2001, the Brekel Group, Inc., prior to its acquisition by
Sequiam, entered into an operating lease agreement to rent approximately 60,000
square feet of combined office and manufacturing space through June 30, 2011.
As a result of the determination to cease Brekel's print and publishing
operations prior to the Company's acquisition of Brekel, effective July 1, 2002,
Brekel entered into a Lease Forbearance Agreement for 10,000 square feet of the
same space for the remaining term of the lease. Pursuant to the forbearance
agreement, the Company makes monthly base rent payments, including common area
maintenance charges, of $9,633, with annual increases of approximately 3% per
year beginning in July 2004. As part of the forbearance agreement, the Company
executed a note payable to the landlord to reimburse them for lost rents on the
50,000 square feet relinquished to them through September 30, 2004; less rents
and principal payments received from Sequiam; less 75% of any rents

F-16

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:

Year Rentals Maturities

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
=====================

NOTE 8 - CAPITAL STOCK

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

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

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

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

F-17

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

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

On September 11, 2003, Sequiam agreed to issue 485,000 shares valued at
$237,650 for the acquisition of 100% of the issued and outstanding shares of
Fingerprint Detection Technologies, Inc. The value of the shares was included
in current liabilities as stock subscriptions payable at September 30, 2003 and
the shares were issued in November 2003.

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

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

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

A summary of the foregoing is as follows:

Shares Fair Value Average price
--------- ---------- --------------

Stock for services 2,318,500 1,759,446 $ 0.76
Stock sales 2,949,685 1,040,502 $ 0.29
Stock for acquisitions 2,468,471 1,437,583 $ 0.58
Stock for debt discount 75,000 30,000 $ 0.40

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

NOTE 9 - EMPLOYEE STOCK INCENTIVE PLAN

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

F-18

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.

Weighted
Number Average
of Shares Exercise Price
--------- ---------------

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
=========

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

Outstanding Exercisable
------------------------------------------------------------------------
Weighted-
Average Weighted- Weighted-
Number of Remaining Average Number of Average
Exercise Price Options Contractual Life Exercise Price Options Exercise Price
- --------------- --------- ---------------- --------------- --------- ---------------

0.17 9,660,500 10 Years $ 0.186 9,660,500 $ 0.186

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:

2003
------------

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)

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

F-19

NOTE 10 - COMMITMENTS AND CONTINGENCIES

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

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

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

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

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

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

F-20

NOTE 11 - SUPPLEMENTAL CASH FLOW INFORMATION

Year ended December 31,
2003 2002
------------- ------------
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 $ 149,933 -
assumed
Common shares issued for acquisition of Fingerprint Detection Technologies, Inc. $ 237,650 -
Original issue discount on debt $ 580,000 -

NOTE 12 - SUBSEQUENT EVENTS

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

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

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

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

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

F-21

will be equal to the average closing price for the 20 days prior to closing the
transaction, provided that the Fixed Conversion Price does not exceed 110% of
the closing price on the day prior to closing.

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

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

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

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

NOTE 13 - OPERATING SEGMENTS

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

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

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

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

- For which discrete financial information is available.

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

Our operating segments are defined as follows:

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

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.

F-22

Information Safety and Consolidated
Management Security Segments Total Corporate Total
------------- ------------ ---------------- ------------ --------------

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

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

NOTE 14 - FINANCING TRANSACTIONS (UNAUDITED)

On April 27, 2004, we closed a convertible debt transaction with Laurus
Master Fund, Ltd. providing up to $3.0 million in financing. Under the
arrangement, we delivered to Laurus a secured convertible term note, bearing
interest at the Wall Street Journal Prime rate plus 2%, in the initial amount of
$2.0 million, convertible into the our common stock and a warrant to purchase up
to 6,666,666 shares of our common stock.

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

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

Laurus also has the option to convert all or a portion of the note into
shares of our common stock at any time, subject to specified limitations, at a
fixed conversion price of $0.66 per share. The note is secured by a first lien
on all of our and our subsidiaries' assets. In connection with the note, Laurus
was paid a fee of $105,000 and received a six-year warrant to purchase up to
666,666 shares of the Company's common stock at prices ranging from $0.83 per
share to $1.16 per share. All stock conversion prices and exercise prices are
subject to adjustment for stock splits, stock dividends or similar events. We
also agreed to file a registration statement with the U.S. Securities and
Exchange Commission covering the shares issuable upon conversion of the note and
the exercise of the warrant issued to Laurus. The registration statement is
required to be declared effective by the SEC on August 30, 2004. If we do not
meet this deadline, we are required to pay an amount in cash, as liquidated
damages, and not as a penalty, equal to 2.0% or $40,000 for each thirty day
period (prorated for partial periods) on a daily basis of the original principal
amount of the secured convertible term note. The liquidated damages will be paid
every thirty days until this registration statement is declared effective by the
SEC.

Laurus has committed to fund to us an additional $1.0 million under the
financing arrangement on substantially similar terms as the initial $2.0 million
funding, which additional $1.0 million will become available to us following our
completion and/or achievement of certain conditions to funding, including,
without limitation, certain performance benchmarks.

NOTE 15 - SUBSEQUENT EVENTS (UNAUDITED)

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

F-23

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

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

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

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

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

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

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

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

Effective as of October 27, 2004, the Company entered into an Amendment and
Waiver to Securities Purchase Agreement and Related Agreements (Amendment) with
Laurus amending the following agreements

F-24

previously entered into by the Company and Laurus on April 27, 2004: (a) the
Securities Purchase Agreement; (b) Secured Convertible Term Note (the "Note");
(c) the Common Stock Purchase Warrant (the "Warrant"); and (d) the Registration
Rights Agreement. This agreement was entered in reliance upon exemptions from
registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as
amended.

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

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

The Securities Purchase Agreement was amended to permit the Company to
incur unsecured subordinated indebtedness in the aggregate principal amount not
to exceed $1,025,000, so long as such indebtedness is subordinated to the
Company's debt to Laurus. The $875,000 in additional financings, as more fully
described above and in: (a) the Form 8-K filed with the SEC on September 13,
2004; and (b) the Form 8-K filed with the SEC on October 4, 2004, is included in
this amount.

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

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

F-25

SEQUIAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

September 30, 2004
(Unaudited) December 31, 2003
-------------------- -------------------

ASSETS
Current assets:
Cash $ 615,387 $ 151,450
Accounts receivable, net - 7,047
Prepaid expenses - 21,067
Equipment held for sale - 40,706
-------------------- -------------------
Total current assets 615,387 220,270
-------------------- -------------------
Property and equipment, net 1,366,398 1,174,866
Software development costs, net 88,495 108,916
Acquired software, net 177,600 230,400
Intellectual properties, net 824,175 985,645
Deposits and other assets 232,554 22,788
-------------------- -------------------
Total assets $ 3,304,609 $ 2,742,885
==================== ===================

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Amount due for acquisition $ - $ 70,529
Notes and debentures payable 1,288,677 592,322
Accounts payable 546,536 573,860
Accrued expenses 62,739 181,301
Current portion of long-term debt 523,904 95,131
Loans from shareholders 357,449 695,300
Accrued shareholder salaries 1,319,792 1,214,792
-------------------- -------------------
Total current liabilities 4,099,097 3,423,235
-------------------- -------------------
Long-term debt 2,643,179 1,175,933
-------------------- -------------------
Total liabilities 6,742,276 4,599,168
-------------------- -------------------
Shareholders' deficit:
Common shares 46,752 43,863
Additional paid-in capital 6,431,653 4,701,695
Accumulated deficit (9,916,072) (6,601,841)
-------------------- -------------------
Total shareholders' deficit (3,437,667) (1,856,283)
-------------------- -------------------
Total liabilities and shareholders' deficit $ 3,304,609 $ 2,742,885
==================== ===================
<FN>
See accompanying notes to condensed consolidated financial statements.

F-26

SEQUIAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2004 2003 2004 2003
--------------- -------------- -------------- --------------

Revenues
Services $ 28,252 $ 79,959 $ 98,391 $ 313,014
Product sales 18,669 23,900 81,783 24,949
--------------- -------------- -------------- --------------

Total Revenues 46,921 103,859 180,174 337,963

Costs and expenses:
Cost of services 221,200 298,052 680,215 774,668
Cost of product sales 61,166 18,963 173,663 18,963
Selling, general and administrative 818,247 443,964 2,003,743 2,815,485
Loss (gain) on sale of equipment - (15,855) (146) 25,584
Loss on impairment of equipment held for
sale - - 40,706 75,000
Loss (gain) on debt settlement - (19,527) 5,492 (56,842)
--------------- -------------- -------------- --------------

Total costs and expenses 1,100,613 725,597 2,903,673 3,652,858
--------------- -------------- -------------- --------------

Loss from operations (1,053,692) (621,738) (2,723,499) (3,314,895)

Interest expense, net (167,464) $ (84,514) (590,732) (128,505)
--------------- -------------- -------------- --------------

Net loss $ (1,221,156) $ (706,252) $ (3,314,231) $ (3,443,400)
=============== ============== ============== ==============
Net loss per common share:
Basic and diluted $ (0.03) $ (0.02) $ (0.07) $ (0.09)

Shares used in computation of net loss per
common share - Basic and diluted weighted
average shares outstanding 46,506,905 39,819,644 45,974,767 37,471,353
<FN>
See accompanying notes to consolidated financial statements

F-27

SEQUIAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT
Nine Months Ended September 30, 2004
(Unaudited)

Common Shares
Additional
Shares Par Paid-in Accumulated
Outstanding Value Capital Deficit Total
----------- ------- ------------ ------------- ------------

Balance at December 31, 2003 43,863,218 $43,863 $ 4,701,695 $ (6,601,841) $(1,856,283)
Sale of common shares 2,186,257 2,186 791,631 - 793,817
Warrants issued in connection with
loan agreement - - 691,420 - 691,420
Common shares issued for services 683,291 684 231,858 - 232,542
Shares issued to correct error 19,047 19 (19) - -
Debt assumed with the acquisition
of Telepartners, Inc. - - 15,068 - 15,068
Net loss - - - (3,314,231) (3,314,231)
----------- ------- ------------ ------------- ------------
Balance at September 30, 2004 46,751,813 $46,752 $ 6,431,653 $ (9,916,072) $(3,437,667)
=========== ======= ============ ============= ============
<FN>
See accompanying notes to condensed consolidated financial statements.

F-28

SEQUIAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Nine months Ended
September 30,
2004 2003
------------ ------------

Cash flows from operating activities: $(3,314,231) $(3,443,400)
Net loss
Adjustments to reconcile net loss to net cash
used for operating activities:
Depreciation and amortization 422,449 338,461
Accretion of debt discount 334,928 94,643
Issuance of common stock in exchange for services 232,542 1,627,896
(Gain) loss on sale of equipment (146) 25,584
Loss on impairment of equipment held for sale 40,706 75,000
Loss (gain) on debt settlement 5,492 (56,842)
Decrease in accounts receivable 7,047 7,240
Increase in prepaid expenses and other assets (188,699) (82,636)
Increase in bank overdraft - 26,777
(Decrease) increase in accounts payable (32,816) 52,820
Increase in accrued shareholders salaries 105,000 270,000
Decrease in other accrued expenses 31,438 (156,251)
------------ ------------
Net cash used for operating activities (2,356,290) (1,220,708)
------------ ------------

Cash flows from investing activities:
Leasehold Improvements (338,501) -
Equipment purchases (25,575) -
Proceeds from sales of equipment - 35,346
Cash paid for WMW Communications (70,529) (93,827)
Software development costs capitalized - (12,949)
------------ ------------
Net cash used for investing activities (434,605) (71,430)
------------ ------------

Cash flows from financing activities:
Sale of Common Stock 793,817 660,502
Proceeds from Long-Term Debt 2,328,936 250,000
Payment of Long-Term Debt (218,944) (4,286)
Proceeds from Note Payable 1,175,000 550,000
Payment of Notes and Debentures Payable (486,126) -
Repayments of shareholder loans (337,851) -
------------ ------------
Net cash provided by financing activities 3,254,832 1,206,216
------------ ------------
Net change in cash 463,937 (85,922)
------------ ------------
Cash, beginning of period 151,450 85,922
------------ ------------
Cash, end of period $ 615,387 $ -
============ ============
<FN>
See accompanying notes to condensed consolidated financial statements.

F-29

SEQUIAM CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Unaudited)

Non-cash activities: 2004 2003
- ------------------- -------- --------

Common Stock issued to correct error $ 19 -
Liabilities assumed with acquisition of Telepartners, Inc. $ 15,068 -
Warrants issued in connection with loan agreements $691,420 $400,000
Beneficial conversion feature on convertible debt - $400,000
Common stock issued for acquisition of WMW Communications - $150,000
Common stock issued for acquisition of Smart Biometrics - $750,000
Common stock issued for acquisition of Telepartners - $149,933
<FN>
See accompanying notes to condensed consolidated financial statements.

F-30

SEQUIAM CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1 -DESCRIPTION OF BUSINESS AND ACQUISITIONS

GENERAL
- -------

The Company was incorporated in California on September 21, 1999 as Wedge
Net Experts, Inc. On or about May 1, 2002, the Company changed its name to
Sequiam Corporation. It also changed its symbol from "WNXP" to "SQUM". On May
24, 2004, the Company's common stock was formally listed on the Frankfurt Stock
Exchange under the symbol RSQ.

From inception of its business through the date the Company acquired Smart
Biometrics, Inc., its 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. Sequiam
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, Sequiam 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, management divided the Company's business
into two distinct operating segments; Information Management and Safety and
Security. The Information Management segment is built on the Company's custom
software skills, contacts with the world sports communities and interactive
web-based technologies obtained by the acquisition of WMW Communications and
more recently, Telepartners, Inc. The Company's Safety and Security segment was
formed upon our acquisition of the assets of a biometrics corporation, Smart
Biometrics, Inc. and expanded with our acquisition of Fingerprint Detection
Technologies, Inc. ("FDTI"). The Company acquired from Smart Biometrics
fingerprint biometric access control systems that will be a key feature in our
future product offerings. The Company acquired from FDTI a fingerprint
detection system that management believes represents a new advancement in that
science.

The Information Management segment consists of the Company's IRP suite of
software products that includes IRP and IRPlicator, more fully described below.
The Company is 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 the Company has focused primarily on
selling the BioVault(TM), a secure access denial device intended for personal
firearms and valuables such as jewelry, stock certificates and other documents
that use fingerprint recognition technology to open instead of a traditional
key. The BioVault(TM) and related technology is more fully described below. The
Company has 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 next twelve months. The Company has changed its strategy relative
to this segment. Instead of outsourcing the manufacturing of the BioVault(TM)
and related products, and selling and distributing the products itself, the
Company plans to license its technologies to other companies who manufacture,
market, sell and distribute. In 2004 we entered into a license agreement with
Security Marketing Group, LLC ("SMG") for the Q300, a redesigned version of the
BioVault(TM). SMG is required to pay to us a license fee of $2,000,000 cash,
paid $25,000 upon execution and delivery of the license agreement, and the
balance on or before December 31, 2004. In addition to the license fee, SMG is
required to pay us a monthly royalty of $20.00 for every unit sold. We also
received a non-dilutive 8% interest in Security Marketing Group, LLC as part of
the

F-31

license agreement. The Company is 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
- ---------------------------

ACQUISITION OF BREKEL GROUP, INC.

In 2002, the Company 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.

The Company 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, management changed
Brekel's name to Sequiam Communications, Inc. and again in April 2004 to Sequiam
Sports, Inc. to better represent its role within the company.

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

Effective November 1, 2002, the Company acquired all of the assets of
W.M.W. Communication, Inc., doing business as Access Orlando. The Company has
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 the Company, WMW was
engaged in software development, website development, Internet hosting and
collocation services, and is also an Internet service provider ("ISP"). Through
its Internet hosting and collocation services, the Company hosts third-party web
content on either its server located at its remote network operations center
("NOC"), or on the third party's server that is located at the Company's NOC.

ACQUISITION OF THE ASSETS OF SMART BIOMETRICS, INC.

On May 9, 2003, the Company acquired substantially all of the assets of
Smart Biometrics, Inc. of Sanford, Florida. The Company has 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, the Company acquired substantially all of the assets of
Telepartners, Inc. of West Palm Beach, Florida. The Company has 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.

F-32

ACQUISITION OF FINGERPRINT DETECTION TECHNOLOGIES, INC.

On September 11, 2003, the Company 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 a
light emitting diode ("LED") intense headband light source. FDTI had no
operating history and had not generated any revenues, so the Company accounted
for the acquisition as a purchase of its assets.

Management's Plans

As of September 30, 2004, the Company has a working capital deficit and has
incurred significant losses from operations since its inception. Senior
management of the Company 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. Additionally, management is seeking to
obtain working capital through convertible debt arrangements, the use of
investment bankers and the continued sale of its stock. Management is also
seeking to reduce its working capital needs as outlined below.

Although management has engaged investment bankers to raise additional
capital, the Company has been unable to secure such additional capital. In
addition to its efforts to obtain additional permanent financing, the Company
obtained an additional $775,000 in short-term loans in September 2004 and an
additional $100,000 in November 2004.

On December 1, 2004, the Company reduced its staff from 24 full-time
salaried and one part-time hourly employees to four full-time salaried, and two
part-time hourly and four full-time unpaid employees and three commission only
salespersons. The Company also terminated three contractors. These and other
changes have reduced the Company's monthly cash requirements to approximately
$165,000. The Company estimates that it will require approximately $1,980,000
to fund its operations for the next 12 months.

The combination of increasing sales, reduced expenses and short-term loans
will allow the Company to continue operations until such time as additional
permanent financing can be obtained and then until sales levels allow it to draw
the remaining $1,000,000 available under the Laurus agreement. To the extent
this occurs, the Company will likely be obligated to file a registration
statement with the SEC, which it believes, depending on the length of the
registration process, may distract management and divert company resources away
from its core operating activities. The Company believes that, to the extent
obtained and cleared by the SEC, such financing will be adequate to support its
operations until fully supported by revenues.

The Company's ability to continue as a going concern is dependent upon its
ability to execute these plans and ultimately to achieve profitable operations.
The accompanying consolidated financial statements do not include any
adjustments relating to the recoverability and classification of recorded
assets, or the amounts and classification of liabilities that may be necessary
in the event the Company cannot continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
- ---------------------

The Company, under the rules and regulations of the Securities and Exchange
Commission, has prepared the unaudited condensed consolidated financial
statements. The accompanying condensed consolidated financial statements
contain all normal recurring adjustments, which are, in the opinion of
management, necessary for the fair presentation of such financial statements.
Certain information and disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted under such rules and regulations although the
Company believes that the disclosures are adequate to make the information
presented not misleading. The year-end balance sheet data was derived from the
audited financial statements, but does not include all disclosures required by
accounting principles generally accepted in the United States of America. These
unaudited condensed consolidated financial statements should be read in
conjunction with the financial statements and notes for the Company included in
Form 10-KSB filed for the year ended December 31,

F-33

2003. Interim results of operations for the periods presented may not
necessarily be indicative of the results to be expected for the full year.

NET LOSS PER COMMON SHARE
- -------------------------

Basic loss per common share is computed by dividing net loss available to
common shareholders by the weighted average common shares outstanding for the
period. Diluted 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 September 30 2004, the Company had 25,801,367 potentially dilutive common
shares as a result of warrants and options granted and convertible debt
outstanding.

PRINCIPLES OF CONSOLIDATION
- ---------------------------

The consolidated financial statements include the accounts of the Company
and its subsidiaries Sequiam Software, Inc., Sequiam Biometrics, Inc., Sequiam
Education, Inc., Fingerprint Detection Technologies, Inc., and Sequiam Sports,
Inc (the "Company"). All intercompany transactions and accounts have been
eliminated.

ACCOUNTING FOR STOCK-BASED COMPENSATION
- ----------------------------------------

SFAS No. 123, Accounting for Stock-Based Compensation ("FAS 123"),
encourages the use of a fair-value method of accounting for stock-based awards
under which the fair value of stock options is determined on the date of grant
and expensed over the vesting. As allowed by FAS 123, the Company has elected
to account for stock-based compensation plans under an intrinsic value method
that requires compensation expense to be recorded only if, on the grant date,
the current market price of the Company's common stock exceeds the exercise
price the employee must pay for the stock. The Company's policy is to grant
stock options at the fair market value of the underlying stock at the date of
grant.

The Company has adopted the disclosure-only provisions of FAS 123.
Accordingly, no compensation cost has been recognized for the stock option
plans. There were no stock options granted during the nine months ended
September 30, 2004. All stock options issued prior to this year have been fully
vested. As such, pro forma net loss is equal to reported net loss.

NOTE 3 - 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 the Company 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 and the nine months ended September 30,
2004 and 2003, Sequiam accrued and did not pay the minimum annual salaries
payable to the CEO and CFO until April 30, 2004 when salary payments to them
were resumed. None of the previously accrued salary amounts have been paid to
either the CEO or the CFO.

The Company is involved in various claims and legal actions incidental to
the normal conduct of its business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
Company's consolidated financial position, results of operations or liquidity
and, as such, no accrual has been made in the accompanying consolidated
financial statements.

F-34

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

On August 19, 2004, the Company entered into an exclusive three-year
agreement with the National Rifle Association of America to deploy and integrate
Book It, Rover! Under the terms of the agreement, the Company will collect
travel operator commissions and provide a quarterly affinity royalty to the
National Rifle Association of America based on the total amount of travel
volume. In addition, the Company must pay the National Rifle Association of
America a minimum royalty of $140,000 per year. During the initial term of the
agreement, Sequiam will pay royalties to the NRA using a percentage scale based
on gross travel commissions received on other than airfare. In addition,
Sequiam will pay royalties for all air travel booked through the site as well as
33% of each fee charged and received from the customer for use of the site.

NOTE 4 - INCOME TAXES

The Company records income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." The Company has incurred net operating losses
since inception resulting in a deferred tax asset, for which a valuation
allowance was provided since it is more likely than not that the deferred tax
asset will not be realized.

NOTE 5 - INTANGIBLE ASSETS

As of September 30, 2004, intangible assets consist of the following:

GROSS NET
AMORTIZATION CARRYING ACCUMULATED CARRYING
PERIOD AMOUNT AMORTIZATION AMOUNT
------------ ---------- ------------- ----------

Software Development Costs 5 $ 136,145 $ 47,650 $ 88,495
------------ ---------- ------------- ----------
Acquired Software 5 288,000 110,400 177,600
Intellectual Properties 5 1,112,718 288,543 824,175
---------- ------------- ----------
$1,536,863 $ 446,593 $1,090,270
========== ============= ==========

Amortization expense amounted to $249,759 and $68,415 for the nine months
ended September 30, 2004 and 2003 and $76,092 and $47,208 for three months ended
September 30, 2004 and 2003, respectively.

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

F-35

SEPTEMBER 30:
2005 $ 304,359
2006 304,359
2007 304,359
2008 177,193
----------
$1,090,270
==========

NOTE 6 - LONG-LIVED ASSETS HELD FOR DISPOSAL

The Company reviews its long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an investment may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to future undiscounted net cash
flows expected to be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the assets exceed the fair value of the assets. Assets to be
disposed of are reported at the lower of the carrying amount or fair value less
costs to sell.

In connection with the acquisition of Brekel in July 2002, the Company
reclassified production equipment acquired from Brekel that is no longer being
used for operations to equipment held for disposal. During the nine months
ended September 30, 2004 and 2003, the Company recorded impairment losses of
$40,706 and $75,000, respectively, to reduce the equipment to zero.

NOTE 7 - NOTES AND DEBENTURES PAYABLE

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, 2004. 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. On
April 30, 2004, the Company paid the entire remaining principal balance and
accrued interest.

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 public offering of securities the Company
may make during any time that LJCI still holds such 100,000 shares. Unless the
Company makes a registered public offering, it has no obligation to register the
resale of the 100,000 shares of restricted common stock.

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, the Company 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 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

F-36

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 is being amortized over twelve months. As of
September 30, 2004, the balance of the Note, net of the unamortized debt
discount of $77,141 was $322,859 and is included in notes and debentures
payable.

On December 18, 2003, the Company 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, the Company
issued a warrant 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 and was paid on June 18, 2004.

On December 18, 2003, the Company 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, the Company
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 and was paid on June 18, 2004.

On December 26, 2003, the Company 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 was paid on March 26, 2004. The Debenture also provides for an
unconditional equity provision whereby the Company 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.

On January 30, 2004, the Company entered into a loan agreement with Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen, for a principal loan amount of $400,000 under a promissory note
bearing interest at five percent (5%). In connection with this loan, the
Company issued one warrant to the holder to purchase 800,000 shares of its
common stock at an exercise price of $0.225 per share. The Warrant was
exercised on January 30, 2004. The principal and interest become due on January
30, 2005.

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 September 7, 2004, the Company entered into an unsecured loan agreement
with Eagle Financial, LLC, for a principal loan amount of $200,000 under a
promissory note bearing interest at eight percent (8%). The principal becomes
due on March 7, 2005 and the interest is due monthly. In connection with this
loan, the Company issued one warrant to the holder to purchase 400,000 shares of
its common stock at an exercise price of $0.66 per share.

On September 30, 2004, the Company entered into an unsecured loan agreement
with Lee Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John
Svenningsen, for a principal loan amount of $500,000 under a promissory note
bearing interest at five percent (5%). In connection with this loan, the
Company issued one warrant to the holder to purchase 1,300,000 shares of its
common stock at an exercise price of $0.66 per share. The principal and
interest become due on March 30, 2005.

On September 30, 2004, the Company entered into an unsecured loan agreement
with Lee Harrison Corbin for a principal loan amount of $75,000 under a
promissory note bearing interest at five percent (5%). In connection

F-37

with this loan, the Company issued one warrant to the holder to purchase 195,000
shares of its common stock at an exercise price of $0.66 per share. The
principal and interest become due on March 30, 2005.

The preceding information is summarized as follows at September 30 2004:

Face Debt Carrying
Amount Discount Amount
---------- --------- ----------

Promissory note - Lee Harrison Corbin-
Trustee for John Svenningsen $ 400,000 $ 77,141 $ 322,859
Promissory note - Lee Harrison Corbin-
Trustee for John Svenningsen 400,000 - 400,000
Precision Partners and GE Capital 113,874 - 113,874
Promissory note - Eagle Financial 200,000 83,871 116,129
Promissory note - Lee Harrison Corbin-
Trustee for John Svenningsen 500,000 207,987 292,013
Promissory note - Lee Harrison Corbin 75,000 31,198 43,802
---------- --------- ----------
Total $1,688,874 $ 400,197 $1,288,677
========== ========= ==========

NOTE 8 - 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 September 30, 2004, the
balance due under this loan was $50,000 payable on demand together with accrued
interest of $2,000.

Nicholas VandenBrekel, the President and Chief Executive Officer and
majority shareholder of the Company, has advanced money to the Company and
Sequiam Software, Inc. under demand notes. At September 30, 2004, the Company
owed $270,450 on these notes, including accrued interest of $22,757. 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 the Company. At September 30, 2004, the Company owed
$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 September 30, 2004 the remaining principal balance was $24,999 and
accrued interest was $-0-.

NOTE 9 - FORBEARANCE AGREEMENT

Prior to our acquisition of the Brekel Group, Inc., effective July 1, 2001, the
Brekel Group, Inc. entered into an operating lease agreement to rent
approximately 60,000 square feet of combined office and manufacturing space
through June 30, 2011. Because we determined to cease Brekel's print and
publishing operations before we acquired it, 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. In April 2004, we entered into a new
lease agreement and note payable with the landlord that supercedes and replaces
the lease forbearance agreement entered into by the Brekel Group, Inc. effective
July 1, 2002 prior to its acquisition by us.

The new lease for 24,085 square feet is effective July 1, 2004 for a period of
seventy-two months beginning July 1, 2004 and ending on June 30, 2010. The note
payable was fixed at $1,600,000 together with interest thereon at a simple
interest rate equal to six percent per annum. Commencing on August 1, 2004 and
continuing on the first day of each month thereafter through and including June
1, 2010, we are scheduled to pay to Lender payments consisting of principal and
interest in the amount of $26,517 per month.

Rental expense for the three months ended September 30, 2004 and 2003 was
$37,425 and $48,144, respectively and $99,730 and $74,636 for the nine months
ended September 30, 2004 and 2003, respectively. The

F-38

amount of the note of $1,600,000 represents $893,112 of deferred rent and
$706,888 of tenant improvements. The balance is included $230,703 in current
portion of long-term debt and $1,332,171 in long-term debt. The new minimum
future rentals required under the operating lease and the maturities of the
long-term note payable are as follows beginning October 1, 2004:

Year Rentals Maturities
---------- ---------- -----------

2005 $ 37,423 $ 230,703
2006 190,555 234,181
2007 206,262 248,624
2008 210,483 263,959
2009 214,808 280,239
Thereafter 329,986 305,168
---------- -----------
$1,189,517 $ 1,562,874
========== ===========

NOTE 10 - CONVERTIBLE DEBT

On April 27, 2004, the Company closed a convertible debt transaction with
Laurus Master Fund, Ltd. ("Laurus") providing up to $3.0 million in financing.
Under the arrangement, the Company delivered to Laurus a secured convertible
term note, bearing interest at the Wall Street Journal Prime rate plus 2%, in
the initial amount of $2.0 million, convertible into the Company's common stock
(the "Note"), and a warrant to purchase up to 6,666,666 shares of the Company's
common stock.

The Note has a term of three years. Interest shall be payable monthly in
arrears commencing on June 1, 2004, and on the first day of each consecutive
calendar month thereafter. Monthly amortization payments shall commence on
August 2, 2004, at the rate of $60,606. The balance of the Note at September
30, 2004 is $1,818,182 less debt discount recognized of $213,973 or a net of
$1,604,209 and is included $1,262,584 in long-term debt and $341,625 in current
portion of long-term debt. The maturities of the Note are as follows beginning
October 1, 2004:

Year Maturities
---- -----------

2005 $ 378,780
2006 909,096
2007 530,306
-----------
$ 1,818,182
===========

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

Laurus also has the option to convert all or a portion of the Note into
shares of the Company's common stock at any time, subject to specified
limitations, at a fixed conversion price of $0.66 per share. The Note is
secured by a first lien on all the Company's and its subsidiaries' assets. In
connection with the Note, Laurus was paid a fee of $105,000 which is included in
other assets as deferred loan costs and is being amortized over the life of the
loan. Laurus received a six-year warrant to purchase up to 666,666 shares of the
Company's common stock at prices ranging from $0.83 per share to $1.16 per
share. A discount of $200,000 was recognized on the value of the warrants and
is being amortized as interest expense over the life of the loan. A discount of
$48,485 was allocated to the beneficial conversion feature. All stock
conversion prices and exercise prices are subject to adjustment for stock

F-39

splits, stock dividends or similar events. The Company also agreed to file a
registration statement with the U.S. Securities and Exchange Commission covering
the shares issuable upon conversion of the Note and the exercise of the warrant
issued to Laurus.

Laurus has committed to fund to the Company an additional $1.0 million
under the financing arrangement on substantially similar terms as the initial
$2.0 million funding, which additional $1.0 million will become available to the
Company following its completion and/or achievement of certain conditions to
funding, including, without limitation, certain performance benchmarks.

NOTE 11 - CAPITAL STOCK

During the nine months ended September 30, 2004, the Company issued 683,291
common shares for business advisory services valued at $232,542 based on the
Company's quoted market price on the date of the related agreements.

During the nine months ended September 30, 2004, the Company sold an
aggregate of 2,186,257 shares of its common stock to six accredited investors at
an average price of $0.36 per share for net proceeds of $793,817. In connection
with such sales, the Company 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.

NOTE 12 - OPERATING SEGMENTS

During the three-month and nine month periods ended September 30, 2003, the
Company operated as a single operating 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.

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

The Company's 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 quarter ended September 30, 2004.

F-40

Information Safety and Consolidated
------------- ------------ --------------
Management Security Segments Total Corporate Total
------------- ------------ ---------------- ----------- --------------

Revenue from
external
customers $ 28,252 $ 18,669 $ 46,921 $ - $ 46,921
Interest expense (18,106) - (18,106) (149,358) (167,464)
Depreciation and
amortization 91,057 48,968 140,025 - 140,025
Segment loss (521,131) (124,073) (645,204) (575,952) (1,221,156)
Segment
assets(1) 1,706,479 637,272 2,343,751 960,858 3,304,609

The table below presents certain financial information by business segment
for the nine months ended September 30, 2004.

Information Safety and Consolidated
------------- ------------ --------------
Management Security Segments Total Corporate Total
------------- ------------ ---------------- ------------ --------------

Revenue from
external
customers $ 98,391 $ 81,783 $ 180,174 $ - $ 180,174
Interest expense (36,320) - (36,320) (554,412) (590,732)
Depreciation and
amortization 264,260 158,189 422,449 - 422,449
Segment loss (1,381,419) (236,318) (1,617,737) (1,696,494) (3,314,231)
<FN>

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

NOTE 13 - SUBSEQUENT EVENTS

Effective October 27, 2004, the Company entered into an Amendment and
Waiver to Securities Purchase Agreement and Related Agreements (the "Amendment")
with Laurus amending the following agreements previously entered into by the
Company and Laurus on April 27, 2004: (a) the Securities Purchase Agreement; (b)
Secured Convertible Term Note (the "Note"); (c) the Common Stock Purchase
Warrant (the "Warrant"); and (d) the Registration Rights Agreement. This
agreement was entered into in reliance upon exemptions from registration
pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

Pursuant to the Amendment, Laurus also: (a) waived the Company's technical
default of Section 6.12(f) of the Securities Purchase Agreement for failing to
obtain their approval of the recent financing transactions described in Note 7;
and (b) in satisfaction of due and unpaid fees of $49,333, incurred by the
Company for failing to cause its registration statement registering the shares
underlying the Note and the Warrant to be declared effective by the Securities
and Exchange Commission by August 30, 2004, the Company issued to Laurus a
warrant to purchase 470,000 shares of the common stock of the Company at an
exercise price of $0.33 per share.

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

The Securities Purchase Agreement was amended to permit the Company to
incur unsecured subordinated indebtedness in the aggregate principal amount not
to exceed $1,025,000, so long as such indebtedness is subordinated to the
Company's debt to Laurus. The $875,000 in additional financing, as more fully
described above and in: (a) the Form 8-K filed with the SEC on September 13,
2004; and (b) the Form 8-K filed with the SEC on October 4, 2004, is included in
this amount.

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

F-41

F-42

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our employment agreements with Messrs. VandenBrekel, Mroczkowski and
McGinn, each contain indemnification obligations pursuant to which we have
agreed to indemnify each such person for all expenses and liabilities, including
criminal monetary judgments, penalties and fines, incurred by such person in
connection with any criminal or civil action brought or threatened against such
person by reason of such person being or having been our officer or director or
employee. In order to be entitled to indemnification by us, such person must
have acted in good faith and in a manner such person believed to be in our best
interests and, with respect to criminal actions, such person must have had no
reasonable cause to believe his or her conduct was unlawful.

ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Registration fees . . . . . . . . . . . . . . . $ 288.84
Legal fees and expenses . . . . . . . . . . . . $ 45,000.00
Printing and engraving expenses . . . . . . . . -
Accounting fees and expenses. . . . . . . . . . $ 20,000.00
Miscellaneous . . . . . . . . . . . . . . . . . 2,000.00
-----------
Total . . . . . . . . . . . . . . . . . . . $ 67,288.84
===========

All of the above, except the SEC Registration Fee, are estimated and remain
subject to further contingencies.

ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.

There have been no sales of unregistered securities within the last three
years, which would be required to be disclosed pursuant to Item 701 of
Regulation S-B, except for the following:

Common Stock. We issued common stock in connection with the acquisition of
------------
Sequiam, Inc., as disclosed in our Current Report on Form 8-K, filed with the
Securities and Exchange Commission on April 16, 2002, which Current Report is
hereby incorporated by reference. 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. In this transaction, we issued stock to a total of three
individuals and one corporation. This was a unique transaction for the sole
purpose of effecting an acquisition of Sequiam, Inc., and no similar
transactions were entered into that could be considered to be integrated with
this offering. Prior to closing the transaction, we supplied information to
each purchaser in compliance with Rule 502(b). We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering, and we were introduced
to the officers of Sequiam, Inc. through our previous business contacts and
business contacts of Sequiam, Inc. The purchasers represented in writing that
the shares were being acquired for investment purposes only and not for resale,
and in addition, the stock certificates issued to the purchasers contained a
restrictive legend in accordance with Rule 144. The stock issued to the
purchasers has not been sold since closing. There were no underwriters, and no
commissions were paid in connection with this offering. This offer was closed
upon acquisition of Sequiam, Inc.

II-1

Common Stock. We issued 12,153,261 shares of common stock in connection
------------
with the acquisition of Brekel Group, Inc., the terms of which are more fully
described in our Current Report on Form 8-K, filed with the Securities and
Exchange Commission on August 6, 2002, which Current Report is hereby
incorporated by reference. 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. In this transaction, we issued stock to a total of 93
purchasers. This was a unique transaction for the sole purpose of affecting an
acquisition of Brekel Group, Inc., and no similar transactions were entered into
that could be considered to be integrated with this offering. Based upon our
knowledge of the financial condition of 93 purchasers, and the information
supplied to us from 93 purchasers, we determined that 52 of the purchasers were
accredited investors as defined by Rule 501 because these purchasers had a net
worth of $1,000,000 or more or annual incomes of $200,000 or more; 3 were
trusts, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase was directed by a
sophisticated person; and 15 were entities whose equity owners were all
accredited investors. Less than 36 purchasers were not accredited. Prior to
closing the transaction, we supplied information to each purchaser in compliance
with Rule 502(b). We did not publish any advertisement, article, notice or
other communication intended for public distribution regarding our intent to
make this offering. Because Brekel Group, Inc. was an affiliate of our officers
and directors, we had a prior business relationship with the directors of Brekel
Group, Inc. who approved the acquisition and presented it to the Brekel Group
stockholders. There were no underwriters, and no commissions were paid in
connection with the reorganization. The stock certificates issued to the
purchasers contained a restrictive legend in accordance with Rule 144. This
offer was closed on December 31, 2002, after all stockholders of Brekel Group,
Inc. had been given a fair opportunity to participate in the exchange and
produce the necessary documents for closing.

Common & Warrant. On June 28, 2002, we sold 100,000 shares of common stock
----------------
to Mr. Walter H. Sullivan, III. We also issued a Warrant to Mr. Sullivan to
purchase 20,000 shares at an exercise price of $1.25 per share. In connection
with this sale, we relied on the exemption from registration provided by Section
4(2) of the Securities Act of 1933 and Rule 506. Based upon information
provided to us by Mr. Sullivan, we determined that he was an accredited
investor. 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 January 6, 2003, we sold 7,000 shares of common stock to
------------
Lee Harrison Corbin, an accredited investor, and 3,000 shares of common stock to
Yvette Latner, an accredited investor, at a purchase price of $1.00 per share,
for total proceeds of $10,000. 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. Corbin and Ms.
Latner. Based upon information provided to us by Mr. Corbin, we determined that
Mr. Corbin was an attorney-in-fact for a trustee of a trust with total assets in
excess of $5,000,000, not formed for the specific purpose of acquiring the
securities offered, and Mr. Corbin was a sophisticated person, represented by
legal counsel, who directed the purchase on behalf of the trust. Based upon
information provided to us by Ms. Latner, we determined that she was an
accredited investor because she has a net worth of $1,000,000 or more or an
annual income of $200,000 or more. Prior to closing the transaction with each
purchaser, we supplied information to such purchaser in compliance with Rule
502(b). We did not publish any advertisement, article, notice or other
communication intended for public distribution regarding our intent to make this
offering. Mr. Corbin and Ms. Latner 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. There were no underwriters, and this offer was closed
upon the sale to Mr. Corbin and Ms. Latner.

Common Stock & Warrant. On February 6, 2003, we sold an aggregate of
----------------------
285,714 shares of our common stock to one accredited investor, Mr. Walter H.
Sullivan, III, at a price of $0.70 per share, for proceeds of $200,000, less a
commission of $20,000 paid to Cane Consulting, for net proceeds of $180,000. In
connection with this transaction, we issued a warrant to purchase an additional
857,142 shares of common stock at a purchase price of $1.00 per share for a
period of four years. 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

II-2

investor because he has a net worth of $1,000,000 or more and an annual income
of $200,000 or more. 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 shares bear a restrictive legend in
accordance with Rule 144. 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. The offer to Mr.
Sullivan was substantially different from the offer made to Mr. Corbin and Ms.
Latner because of the difference in price and because we offered as part of the
sale a warrant for an additional 600,000 shares of common stock.

Common Stock. On February 28, 2003, we issued 318,471 shares of common
------------
stock to W.M.W. Communications, Inc., as consideration for the acquisition of
its assets pursuant to the Asset Purchase Agreement more fully described in Item
1 of our Form 10-KSB filed with the Securities and Exchange Commission on March
28, 2003, which description is hereby incorporated into this registration
statement. In connection with such sale, we relied on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933 and Rule
506. This was a unique offer made exclusively to W.M.W. Communications, Inc.
for the sole purpose of acquiring the assets of W.M.W. Communications, IncBased
upon information provided to us by W.M.W. Communications, Inc., we determined
that there were three equity owners of W.M.W. Communications, Inc., and none of
those owners were accredited investors. Prior to closing the transaction, we
supplied information to W.M.W. Communications, Inc. in compliance with Rule
502(b). We had a prior business relationship with W.M.W. Communications, Inc.
We did not publish any advertisement, article, notice or other communication
intended for public distribution regarding our intent to make this offering.
W.M.W. Communications, Inc. 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. There were no underwriters, and the offer was closed upon
closing the acquisition of the assets from W.M.W. Communications, Inc. on
February 28, 2003.

Common Stock. On February 28, 2003, we issued 50,000 shares of common
------------
stock to Mr. John Leder for services rendered pursuant to a Consulting Agreement
dated November 25, 2002. In connection with such sale, we relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Rule 506. This was a unique offer made only to Mr. Leder for the sole
purpose of obtaining the unique personal services of Mr. Leder. Because this
was an isolated offer made to only one person, we did not determine if Mr. Leder
was an accredited investor. Prior to executing the consulting services
agreement, we supplied information to Mr. Leder in compliance with Rule 502(b).
We did not publish any advertisement, article, notice or other communication
intended for public distribution regarding our intent to make this offering.
Mr. Leder 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.
There were no underwriters, and no commissions were paid in connection with this
offering. The offer was closed upon signing the agreement with Mr. Leder.

Common Stock. On March 18, 2003, we issued 160,000 shares of common stock
------------
to an accredited investor, UTEK Corporation, a Delaware corporation, in exchange
for services to be rendered to us pursuant to a Strategic Alliance Agreement,
dated March 18, 2003. Pursuant to the terms of the Strategic Alliance Agreement,
the 160,000 shares of common stock become fully-paid and nonassessable ("vest")
at a rate of 1/12 each month during the term of the Strategic Alliance
Agreement. In the event UTEK Corporation defaults under the Strategic Alliance
Agreement or the Strategic Alliance Agreement is otherwise terminated, the
remaining unvested portion of the common stock is cancelled. In connection with
such sale, we relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933 and Rule 506. This was a unique offer made only to
UTEK Corporation for the sole purpose of obtaining the unique services of UTEK
Corporation. Based upon information provided to us by UTEK Corporation, and its
most-resent annual report filed with the Securities Exchange Commission, we
determined that it was an accredited investor because it had a net worth of
$5,000,000 or more. Prior to executing the Strategic Alliance Agreement, we
supplied information to UTEK Corporation in compliance with Rule 502(b). We did
not publish any advertisement, article, notice or other communication intended
for public distribution regarding our intent to make this offering. UTEK
Corporation 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

II-3

bear a restrictive legend in accordance with Rule 144. There were no
underwriters, and the offer was closed upon signing the agreement with UTEK
Corporation.

Common Stock. On April 11, 2003, we issued 90,000 shares of common stock
------------
to CEOcast, Inc., pursuant to a consulting agreement between us and CEOcast,
Inc., dated March 6, 2003. In connection with such sale, we relied on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933 and Rule 506. This was a unique offer made only to CEOcast, Inc. for the
sole purpose of obtaining the unique services of CEOcast, Inc. We are not
certain if CEOcast, Inc. is an accredited investor. Prior to executing the
consulting services agreement, we supplied information to CEOcast, Inc. in
compliance with Rule 502(b). We did not publish any advertisement, article,
notice or other communication intended for public distribution regarding our
intent to make this offering. CEOcast, Inc. 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. There were no underwriters, and no commissions were
paid in connection with this offering. The offer was closed upon signing the
agreement with CEOcast, Inc.

Common Stock. On April 22, 2003, we sold an additional 200,000 shares of
------------
common stock to Mr. Walter H. Sullivan, III, at a purchase price of $0.50 per
share, for proceeds of $100,000, less a commission of $10,000 paid to Cane
Consulting, for net proceeds of $90,000. In connection with this transaction, we
issued a warrant to purchase an additional 1,000,000 shares of common stock at a
purchase price of $0.75 per share for a period of four years. In connection with
such sale, we relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933 and Rule 506. We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. We made this offer upon
request from Mr. Sullivan. Prior to completing the sale, we supplied information
to Mr. Sullivan in compliance with Rule 502(b). 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 closing the sale to Mr. Sullivan.

Convertible Debenture and Warrant. On March 5, 2003, we issued to La Jolla
---------------------------------
Cove Investors, Inc. an 8% Convertible Debenture in the principal amount of
$300,000, and a Warrant to Purchase Common Stock for the purchase of 2 million
shares of common stock. We received only $150,000 of the total principal amount
of $300,000 to be disbursed to us by the selling security holder. The selling
security holder was obligated to disburse the remaining principal amount of
$150,000 upon effectiveness of a registration statement. In connection with
such sale, we relied on the exemption from registration provided by Section 4(2)
of the Securities Act of 1933 and Rule 506. We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. Based upon information
provided to us by the selling security holder, we determined that it was an
accredited investor because it had net assets in excess of $5,000,000. Prior to
completing the sale, we supplied information to the selling security holder in
compliance with Rule 502(b). The selling security holder 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
no commissions were paid in connection with this offering. The offer was closed
upon closing the transaction with the selling security holder.

Common Stock. On or about April 28, 2003, we issued 250,000 shares of our
------------
common stock to Mr. Charles Vollmer as consideration under his employment
contract. This was a unique offer made exclusively to Mr. Vollmer in exchange
for his personal services. Because this offer was made exclusively to him, we
did not determine if he was an accredited investor. We supplied information to
Mr. Vollmer in compliance with Rule 502(b). We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. We had a prior
business relationship with Mr. Vollmer. The certificates representing the
shares bear a restrictive legend in accordance with Rule 144. There were no
underwriters, and no commissions were paid in connection with this offering.
The offer was closed upon signing the employment agreement with Mr. Vollmer on
or about April 28, 2003.

Common Stock. On May 9, 2003, we closed the acquisition of the assets of
------------
Smart Biometrics, Inc. As consideration for the assets, we issued 1,500,000
shares of common stock to Smart Biometrics, Inc. This was a unique offer made
exclusively to Smart Biometrics for the sole purpose of acquiring the assets of
Smart Biometrics. Based upon information provided to us by Smart Biometrics, not
all of its equity owners were accredited investors. There were 12 total equity
owners, and we determined that two of the 12 equity owners were accredited
investors

II-4

because one individual had a net worth in excess of $1,000,000 and one
corporation had net worth of over $5,000,000. Prior to closing the transaction,
we supplied information to Smart Biometrics in compliance with Rule 502(b). We
did not publish any advertisement, article, notice or other communication
intended for public distribution regarding our intent to make this offering. We
had a prior business relationship with the principals of Smart Biometrics. Smart
Biometrics 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.
There were no underwriters, and no commissions were paid in connection with this
offering. The offer was closed upon closing the acquisition of the assets from
Smart Biometrics on May 12, 2003.

Warrants. In consideration for a $400,000 loan made by Lee Harrison Corbin
--------
on May 13, 2003, we issued two warrants to Mr. Corbin. The terms of the warrants
are as follows: the first is to purchase 625,000 shares of our common stock at a
purchase price of $0.01 per share, at any time during the "Exercise Period"
(defined below); and the second is to purchase 350,000 shares of our common
stock at a purchase price of $1.00 per share, at any time during the Exercise
Period. The "Exercise Period" began on May 13, 2003 and expires on May 12, 2008.
Although Mr. Corbin was granted registration rights with respect to the shares
underlying the warrant, these rights have expired. We made this offer upon
request from Mr. Corbin. Prior to completing the sale, we supplied information
to Mr. Corbin in compliance with Rule 502(b). Mr. Corbin 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
no commissions were paid in connection with this offering. The offer was closed
upon closing the loan with Mr. Corbin.

Common Stock. On May 23, 2003, we agreed to issue 750,000 shares of our
------------
common stock to Quasar Group, Inc. as consideration under a consulting
agreement. This was a unique offer made exclusively to Quasar Group, Inc. in
exchange for its personal services. Based upon information provided to us by
Quasar Group, Inc., we determined that it was an accredited investor because it
had net assets in excess of $5,000,000. We supplied information to Quasar Group
in compliance with Rule 502(b). We did not publish any advertisement, article,
notice or other communication intended for public distribution regarding our
intent to make this offering. We had a prior business relationship with Quasar
Group, Inc. The certificates representing the shares bear a restrictive legend
in accordance with Rule 144. There were no underwriters, and no commissions
were paid in connection with this offering. The offer was closed upon signing
the employment agreement with Quasar Group, Inc. on or about May 23, 2003.

Common Stock. On June 1, 2003, we agreed to issue 165,000 shares of common
------------
stock to Telepartners, Inc., a Florida corporation, as consideration for the
acquisition of its assets pursuant to an Asset Purchase Agreement. In
connection with such sale, we relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506. This was a unique
offer made exclusively to Telepartners, Inc. for the sole purpose of acquiring
the assets of Telepartners, Inc. Based upon information provided to us by
Telepartners, Inc., we determined that there were 21 equity owners of
Telepartners, Inc., and 21 of those owners were accredited investors because
each of them has a net worth of $1,000,000 or more or an annual income of
$200,000 or more. Prior to closing the transaction, we supplied information to
Telepartners, Inc. in compliance with Rule 502(b). We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. We had a prior
business relationship with Telepartners, Inc. Telepartners, Inc. 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. There were no underwriters, and
no commissions were paid in connection with this offering. The offer was closed
upon closing the acquisition of the assets from Telepartners, Inc. on June 1,
2003.

Common Stock. On June 1, 2003, we agreed to issue 250,000 shares of our
------------
common stock to Mr. James Stanley as consideration under his oral employment
agreement. This was a unique offer made exclusively to Mr. Stanley in exchange
for his personal services. Because this offer was made exclusively to him, we
did not determine if he was an accredited investor. We supplied information to
Mr. Stanley in compliance with Rule 502(b). We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. We had a prior
business relationship with Mr. Stanley. The certificates representing the
shares bear a restrictive legend in accordance with Rule 144. There were no
underwriters, and no commissions were paid in connection with this offering.
The offer was closed upon signing the employment agreement with Mr. Stanley on
or about June 1, 2003.

II-5

Common Stock. On June 1, 2003, we agreed to issue 43,500 shares of our
------------
common stock to Mr. James Ring as consideration under his employment contract.
This was a unique offer made exclusively to Mr. Ring in exchange for his
personal services. Because this offer was made exclusively to him, we did not
determine if he was an accredited investor. We supplied information to Mr. Ring
in compliance with Rule 502(b). We did not publish any advertisement, article,
notice or other communication intended for public distribution regarding our
intent to make this offering. We had a prior business relationship with Mr.
Ring. The certificates representing the shares bear a restrictive legend in
accordance with Rule 144. There were no underwriters, and no commissions were
paid in connection with this offering. The offer was closed upon signing the
employment agreement with Mr. Ring on or about June 1, 2003.

Common Stock. On June 1, 2003, we agreed to issue 10,000 shares of our
------------
common stock to Mr. Charles Dunn as consideration under his employment contract.
This was a unique offer made exclusively to Mr. Dunn in exchange for his
personal services. Because this offer was made exclusively to him, we did not
determine if he was an accredited investor. We supplied information to Mr. Dunn
in compliance with Rule 502(b). We did not publish any advertisement, article,
notice or other communication intended for public distribution regarding our
intent to make this offering. We had a prior business relationship with Mr.
Dunn. The certificates representing the shares bear a restrictive legend in
accordance with Rule 144. There were no underwriters, and no commissions were
paid in connection with this offering. The offer was closed upon signing the
employment agreement with Mr. Dunn on or about June 1, 2003.

Common Stock. On June 1, 2003, we agreed to issue 28,750 shares of our
------------
common stock to Mr. Bill Metzger as consideration under a consulting agreement.
This was a unique offer made exclusively to Mr. Metzger in exchange for his
personal services. Because this offer was made exclusively to him, we did not
determine if he was an accredited investor. We supplied information to Mr.
Metzger in compliance with Rule 502(b). We did not publish any advertisement,
article, notice or other communication intended for public distribution
regarding our intent to make this offering. We had a prior business
relationship with Mr. Metzger. The certificates representing the shares bear a
restrictive legend in accordance with Rule 144. There were no underwriters, and
no commissions were paid in connection with this offering. The offer was closed
upon signing the employment agreement with Mr. Metzger on or about June 1, 2003.

Common Stock. On June 1, 2003, we agreed to issue 12,750 shares of our
------------
common stock to Mr. Michael Angotti as consideration under a consulting
agreement. This was a unique offer made exclusively to Mr. Angotti in exchange
for his personal services. Because this offer was made exclusively to him, we
did not determine if he was an accredited investor. We supplied information to
Mr. Angotti in compliance with Rule 502(b). We did not publish any
advertisement, article, notice or other communication intended for public
distribution regarding our intent to make this offering. We had a prior
business relationship with Mr. Angotti. The certificates representing the
shares bear a restrictive legend in accordance with Rule 144. There were no
underwriters, and no commissions were paid in connection with this offering.
The offer was closed upon signing the employment agreement with Mr. Angotti on
or about June 1, 2003.

Common Stock. On June 1, 2003, we agreed to issue 250,000 shares of our
------------
common stock to Mr. Kevin Welch as consideration under a consulting agreement.
This was a unique offer made exclusively to Mr. Welch in exchange for his
personal services. Because this offer was made exclusively to him, we did not
determine if he was an accredited investor. We supplied information to Mr.
Welch in compliance with Rule 502(b). We did not publish any advertisement,
article, notice or other communication intended for public distribution
regarding our intent to make this offering. We had a prior business
relationship with Mr. Welch. The certificates representing the shares bear a
restrictive legend in accordance with Rule 144. There were no underwriters, and
no commissions were paid in connection with this offering. The offer was closed
upon signing the employment agreement with Mr. Welch on or about June 1, 2003.

Common Stock & Warrant. On June 19, 2003, we sold 200,000 shares of common
----------------------
stock to Mr. Walter H. Sullivan, III. We also issued a warrant to Mr. Sullivan
to purchase 1,000,000 shares at an exercise price of $0.75 per share. In
connection with this sale, we relied on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933 and Rule 506. Based upon
information provided to us by Mr. Sullivan, we determined that he was an
accredited investor. 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

II-6

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. We entered into a Securities Purchase Agreement with La
------------
Jolla Cove Investors, Inc., 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.

Effective as of January 29, 2004, we entered into an Agreement of Accord
and Satisfaction with La Jolla Cove Investors, Inc. pursuant to which La Jolla
Cove Investors, Inc. 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 La Jolla Cove Investors, Inc. 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, La Jolla Cove Investors, Inc. has "piggy-back"
registration rights, meaning we are obligated to include the resale of the
100,000 shares of restricted common stock by La Jolla Cove Investors, Inc. in
any registered offering of securities for our benefit we may make during any
time that La Jolla Cove Investors, Inc. still holds such 100,000 shares. Unless
we make a registered offering for our benefit, we have no obligation to register
the resale of the 100,000 shares of restricted common stock.

In addition, as a condition to the satisfaction and accord, the Put and
Call Agreement between La Jolla Cove Investors, Inc., Mr. VandenBrekel, and Mr.
Mroczkowski, has been terminated. Pursuant to the put and call agreement, La
Jolla Cove Investors, Inc. 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 La Jolla Cove Investors, Inc. under the new promissory note,
then the put and call agreement between La Jolla Cove Investors, Inc. 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
------------
494,118 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. We also issued a
Warrant to one of these accredited investors to purchase 1,000,000 shares of our
common stock at $0.50 per share. 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. We also
issued 75,000 shares valued at $30,000 in connection with a loan agreement from
Eagle Funding, LLC. In

II-7

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 & Warrant. On September 15, 2003, we sold 400,000 shares of
----------------------
common stock to Mr. Walter H. Sullivan, III. We also issued a warrant to Mr.
Sullivan to purchase 2,000,000 shares at an exercise price of $0.75 per share.
In connection with this sale, we relied on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933 and Rule 506. Based upon
information provided to us by Mr. Sullivan, we determined that he was an
accredited investor. 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 December 17, 2003, we 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 we 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 $1,000,000 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 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.

Common Stock. During the first quarter 2004 we sold and aggregate of
------------
1,993,757 common shares to six individual accredited investors at a prices
ranging from $0.225 to $0.65 per share for net proceeds of $761,092. 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 n writing that the shares were being acquired for investment and, in
addition, the certificates representing the shares bear a restrictive securities
legend. 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. There were no underwriters, and the offer was closed upon
sale of the stock to each investor.

II-8

Common Stock. During the first six months of 2004, we issued 519,291
------------
common shares for business advisory services and interest valued at $177,261
based on our quoted market price on the date of the related agreements. Prior
to the closing of the transaction, we supplied information in compliance with
Rule 502(b).

Convertible Note & Warrant. On April 27, 2004, pursuant to a Securities
--------------------------
Purchase Agreement dated as of the same date, we completed the sale of a secured
convertible term note. The note has a term of three years and accrues interest
at an annual rate equal to the "prime rate" published in the Wall Street
Journal plus 2%. The note is convertible into shares of our common stock at a
conversion price of $0.33 per share.

In connection with the sale of the note, we issued the purchaser a common
stock purchase warrant to purchase up to 1,136,666 shares of our common stock at
priced ranging from $0.41 per share to $0.58 per share. Also in connection with
the sale of the note, we agreed to register for resale the shares of common
stock into which the note is convertible and the warrant is exercisable.

The foregoing note, warrant and the shares of common stock into which they
may be converted or exercised were not registered under the Securities Act of
1933 and, as a result, are "restricted securities" (or in the case of the common
stock, will be "restricted securities" upon issuance) and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements. Certificates and agreements representing the
note, warrant and these shares, contain a legend stating the same. These
securities were issued by us in reliance upon an exemption from registration set
forth in Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D
promulgated under that Act.

Warrants. In consideration for a $200,000 loan made by Eagle Funding, LLC
--------
on September 7, 2004, we issued warrants to Eagle Funding, LLC to purchase
400,000 shares of our common stock at a purchase price of $0.66 per share, at
any time during the "Exercise Period" (defined below). The "Exercise Period"
began on September 7, 2004 and expires on September 7, 2009. Eagle Funding, LLC
was granted registration rights with respect to the shares underlying the
warrant. Based upon representations made to us by Eagle Funding, LLC, we
determined that it was an accredited investor. Prior to completing the sale, we
supplied information to Eagle Funding, LLC in compliance with Rule 502(b).
Eagle Funding, LLC 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 no commissions were paid in
connection with this offering. The offer was closed upon closing the loan with
Eagle Funding, LLC.

Warrants. In consideration for a $75,000 loan made by Lee Harrison Corbin
--------
on September 30, 2004, we issued warrants to Mr. Corbin to purchase 195,000
shares of our common stock at a purchase price of $0.66 per share, at any time
during the "Exercise Period" (defined below). The "Exercise Period" began on
September 30, 2004 and expires on September 30, 2009. Mr. Corbin was granted
registration rights with respect to the shares underlying the warrant. Based
upon representations made to us by Mr. Corbin, we determined that he was an
accredited investor because he has a net worth of $1,000,000 or more or an
annual income of $200,000 or more in each of the two most recent years. Prior
to completing the sale, we supplied information to Mr. Corbin in compliance with
Rule 502(b). Mr. Corbin 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 no commissions were paid in
connection with this offering. The offer was closed upon closing the loan with
Mr. Corbin.

Warrants. In consideration for a $500,000 loan made by Lee Harrison
--------
Corbin, Attorney-in-Fact For the Trust Under the Will of John Svenningsen on
September 30, 2004, we issued warrants to Mr. Corbin, as Attorney-in-Fact For
the Trust Under the Will of John Svenningsen, to purchase 1,300,000 shares of
our common stock at a purchase price of $0.66 per share, at any time during the
"Exercise Period" (defined below). The "Exercise Period" began on September 30,
2004 and expires on September 30, 2009. The trust was granted registration
rights with respect to the shares underlying the warrant. Based upon
representations made to us by Mr. Corbin, as Attorney-in-Fact For the Trust
Under the Will of John Svenningsen, we determined that the trust was an
accredited investor. Prior to completing the sale, we supplied information to
the trust in compliance with Rule 502(b). Mr. Corbin, as Attorney-in-Fact For
the Trust Under the Will of John Svenningsen, 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 no
commissions were paid in connection with this offering. The offer was closed
upon closing the loan with the trust.

II-9

Warrants. In satisfaction of due and unpaid fees in the aggregate amount
--------
of $49,333.33, effective as of October 27, 2004, we issued a warrant to Laurus
Master Fund, Ltd. to purchase 470,000 shares of our common stock at a purchase
price of $0.33 per share. Laurus was granted registration rights with respect to
the shares underlying the warrant. The warrant and the shares of common stock
into which they may be exercised were not registered under the Securities Act of
1933 and, as a result, are "restricted securities" (or in the case of the common
stock, will be "restricted securities" upon issuance) and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements. Certificates and agreements representing the
warrant and these shares, contain a legend stating the same. These securities
were issued by us in reliance upon an exemption from registration set forth in
Section 3(a)(9) of the Securities Act of 1933, as amended.

Warrants. In consideration for a $100,000 loan made by Walter H. Sullivan,
--------
III on November 19, 2004, we issued warrants to Mr. Sullivan to purchase 260,000
shares of our common stock at a purchase price of $0.66 per share, at any time
during the "Exercise Period" (defined below). The "Exercise Period" began on
November 19, 2004 and expires on November 19, 2009. Based upon representations
made to us by Mr. Sullivan, we determined that he was an accredited investor
because he has a net worth of $1,000,000 or more or an annual income of $200,000
or more in each of the two most recent years. Prior to completing the sale, we
supplied information to Mr. Sullivan in compliance with Rule 502(b). 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 no commissions were paid in connection
with this offering. The offer was closed upon closing the loan with Mr.
Sullivan.

ITEM 27. EXHIBITS.

Exhibit
No. Description of Exhibit
- ------- ----------------------

2.1 Agreement and Plan of Merger.(1)
2.2 Stock Exchange Agreement and Plan of Reorganization.(2)
2.3 Asset Purchase Agreement.(3)
2.4 Agreement and plan of acquisition between Fingerprint Detection Technologies, Inc., a Florida
corporation, UTEK Corporation, a Delaware corporation, and Sequiam Corporation, Inc., a California
corporation.(4)
2.5 Asset Purchase Agreement with Smart Biometrics, Inc.(5)
2.6 Asset Purchase Agreement with Telepartners, Inc.(6)
2.7 Stock Exchange Agreement and Plan of Reorganization among Sequiam Corporation and the
Shareholders of Brekel Group, Inc., dated June 17,2002(7)
3.1 Articles of Incorporation (Charter Document).(8)
3.2 Certificate of Amendment to Articles of Incorporation of Wedge Net Experts, Inc., dated April 29, 2002.(9)
3.3 Bylaws.(8)
3.4 Amendment to our Bylaws, dated July 18, 2002.(10)
4.1 8% Convertible Debenture.(11)
4.2 Warrant to Purchase Common Stock.(11)
4.3 Side Letter Agreement between Sequiam Corporation and La Jolla Cove Investors, Inc. regarding Warrant
to Purchase Common Stock, dated March 5, 2003.(11)
4.4 Registration Rights Agreement(11)
4.5 Letter Agreement between Sequiam Corporation and La Jolla Cove Investors, Inc., dated April 16, 2003.(12)
4.6 Secured Convertible Term Note, dated April 27, 2004, made by Sequiam Corporation in favor of Laurus
Master Fund, Ltd.(13)
4.7 Registration Rights Agreement, dated April 27, 2004, by and between Sequiam Corporation and Laurus
Master Fund, Ltd.(13)
4.8 Common Stock Purchase Warrant, dated April 27, 2004, issued by Sequiam Corporation, in favor of
Laurus Master Fund, Ltd.(13)
4.9 Common Stock Purchase Warrant, dated October 27, 2004, issued by Sequiam Corporation, in favor of
Laurus Master Fund, Ltd.(22)
5.1 Opinion of Greenberg Traurig, P.A., as to the legality of the shares of common stock*
10.1 Demand Promissory Note made by Sequiam, Inc. (a/k/a Sequiam Software, Inc.) payable to Nicholas H.
VandenBrekel, dated June 30, 2002, in the principal amount of $301,000.(15)

II-10

10.2 Demand Promissory Note made by Sequiam Software, Inc. payable to Brekel Group, Inc. (a/k/a Sequiam
Communications, Inc.), dated June 30, 2002, in the principal amount of $396,158.(15)
10.3 Employment Agreement with Nicholas Van den Brekel.(9)
10.4 Employment Agreement with Mark Mroczkowski.(9)
10.5 Amended and Restated Employment Agreement with Nicolas Van den Brekel.(14)
10.6 Amended and Restated Employment Agreement with Mark Mroczkowski.(14)
10.7 Employment Agreement with Alan McGinn.(14)
10.8 Put and Call Agreement, dated April 16, 2003.(16)
10.9 Agreement with World Olympians Association(17)
10.10 Agreement of Accord and Satisfaction, dated January 29, 2004(18)
10.11 Promissory Note, dated January 29, 2004, made by Sequiam Corporation in favor of La Jolla Cove
Investors, Inc.(18)
10.12 Continuing Personal Guaranty, dated January 29, 2004(18)
10.13 Asset Purchase Agreement dated June 1, 2003, between Sequiam Software, Inc. and Great Barrier Reef,
Inc.(19)
10.14 Subscriber Acquisition Agreement dated December 11, 2003, between Sequiam Software, Inc. and
Internet Junction Corporation.(19)
10.15 Letter Agreement dated December 5, 2003, between Sequiam Corporation and The Eversull Group, Inc.(19)
10.16 Letter Agreement dated December 3, 2003, between Sequiam Corporation and The Research Works, Inc.(19)
10.17 License Agreement for Use of Co-location Space, dated November 2003, between Sequiam Software, Inc.
and FDS Telecommunications, L.P.(19)
10.18 Exclusive Patent License Agreement, between Fingerprint Detection Technologies, Inc. and Westinghouse
Savannah River Company LLC.(19)
10.19 Memorandum of Agreement, dated August 27, 2003, between Sequiam Biometrics, Inc. and T&N
Enterprises*
10.20 2003 Employee Stock Incentive Plan(20)
10.21 2003 Non-Employee Directors and Consultants Stock Plan(20)
10.22 Securities Purchase Agreement, dated April 27, 2004, between Sequiam Corporation and Laurus Master
Fund, Ltd.(18)
10.23 Secured Convertible Term Note, dated April 27, 2004, made by Sequiam Corporation in favor of Laurus
Master Fund, Ltd.(13)
10.24 Master Security Agreement, dated April 27, 2004, by and among Sequiam Corporation, Sequiam
Software, Inc., Sequiam Biometrics, Inc., Sequiam Education, Inc., Sequiam Sports, Inc, Fingerprint
Detection Technologies, Inc., and Laurus Master Fund, Ltd.(13)
10.25 Registration Rights Agreement, dated April 27, 2004, by and between Sequiam Corporation and Laurus
Master Fund, Ltd.(13)
10.26 Common Stock Purchase Warrant, dated April 27, 2004, issued by Sequiam Corporation, in favor of
Laurus Master Fund, Ltd.(13)
10.27 Subsidiary Guaranty, dated April 27, 2004, by and among Sequiam Software, Inc., Sequiam Biometrics,
Inc., Sequiam Education, Inc., Sequiam Sports, Inc., and Fingerprint Detection Technologies, Inc.(13)
10.28 Grant of Security Interest in Patents and Trademarks, dated April 27, 2004, by and between Sequiam
Corporation and the Purchaser(13)
10.29 Grant of Security Interest in Patents and Trademarks, dated April 27, 2004, by and between Sequiam
Software, Inc. and Laurus Master Fund, Ltd.(13)
10.30 Grant of Security Interest in Patents and Trademarks, dated April 27, 2004, by and between Sequiam
Sports, Inc. and Laurus Master Fund, Ltd.(13)
10.31 Grant of Security Interest in Patents and Trademarks, dated April 27, 2004, by and between Sequiam
Biometrics, Inc. and Laurus Master Fund, Ltd.(13)
10.32 Stock Pledge Agreement, dated April 27, 2004 by and among Sequiam Corporation, Sequiam Software,
Inc., Sequiam Biometrics, Inc., Sequiam Education, Inc., Sequiam Sports, Inc, Fingerprint Detection
Technologies, Inc., and Laurus Master Fund, Ltd.(13)
10.33 Incremental Funding Side Letter, dated April 27, 2004, by and between Sequiam Corporation and Laurus
Master Fund, Ltd.(13)
10.34 Subordination Agreement, dated April 27, 2004, by and among Mark Mroczkowsi, Nick VandenBrekel
and Laurus Master Fund, Ltd.(13)
10.35 Funds Escrow Agreement, dated April 27, 2004, by and by and among Sequiam Corporation, Laurus
Master Fund, Ltd. and Dechert LLP.(13)

II-11

10.36 License Agreement between Sequiam Biometrics, Inc. and Security Marketing Group, LLC(21)
10.37 Lease Agreement by and between Sequiam Sports, Inc. and EastGroup Properties, L.P.*
10.38 Promissory Note, dated as of July 1, 2004, made by Sequiam Corporation in favor of EastGroup
Properties, L.P.*
10.39 Developer's License Agreement, dated as of July 15, 2004, by and between
Sequiam Corporation and Blackboard, Inc.*
10.40 Agreement, dated as of August 19, 2004, by and between Sequiam Corporation and the National Rifle
Association of America.*
10.41 Promissory Note, dated as of September 7, 2004, made by Sequiam Corporation in favor of Eagle
Funding, LLC*
10.42 Promissory Note, dated as of September 30, 2004, made by Sequiam Corporation in favor of Lee
Harrison Corbin*
10.43 Promissory Note, dated as of September 30, 2004, made by Sequiam Corporation in favor of Lee
Harrison Corbin, Attorney-in-Fact For the Trust Under the Will of John Svenningsen *
10.44 Employment Agreement with David Dobkin*
10.45 Employment Agreement with Marianne Morrison*
10.46 Amendment and Waiver to Securities Purchase Agreement, dated as of October 27, 2004, by and
between Sequiam Corporation and Laurus Master Fund, Ltd.(22)
10.47 Promissory Note, dated as of November 19, 2004, made by Sequiam Corporation in favor of Walter
H. Sullivan, III*
16.1 Letter regarding change in certifying accountant.(14)
21.1 Subsidiaries*
23.1 Consent of Tedder, James, Worden & Associates, P.A.*
23.2 Consent of Gallogly, Fernandez & Riley, LLP *
23.3 Consent of Greenberg Traurig, P.A. (included in Exhibit 5.1)
24.1 Power of Attorney (set forth on signature page of the Registration Statement)*
<FN>
___________________________________
* Filed herewith

1 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 16, 2002.

2 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on August 6, 2002.

3 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 23, 2003.

4 Incorporated by reference from our Quarterly Report on Form 10-QSB, filed
with the Securities and Exchange Commission on November 19, 2003.

5 Incorporated by reference to our Form 8-K filed with the Securities and
Exchange Commission on May 23, 2003.

6 Incorporated by reference from our Quarterly Report on Form 10-QSB/A, filed
with the Securities and Exchange Commission on October 3, 2003.

7 Incorporated by reference from our Form 8-K filed with the Securities and
Exchange Commission on August 6, 2002.

8 Incorporated by reference from our Registration Statement on Form SB-2,
filed with the Securities and Exchange Commission on September 13, 2000.

9 Incorporated by reference from our Quarterly Report on Form 10-QSB, filed
with the Securities and Exchange Commission on May 20, 2002.

10 Incorporated by reference from our Quarterly Report on Form 10-QSB, filed
with the Securities and Exchange Commission on August 14, 2002.

11 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on March 13, 2003.

II-12

12 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on April 17, 2003.

13 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on May 6, 2004.

14 Incorporated by reference from our Annual Report on Form 10-KSB, filed with
the Securities and Exchange Commission on March 28, 2003.

15 Incorporated by reference from our Quarterly Report on Form 10-QSB/A filed
with the Securities and Exchange Commission on February 20, 2003.

16 Incorporated by reference from our Amended Annual Report on Form 10-KSB/A,
filed with the Securities and Exchange Commission on April 18, 2003.

17 Incorporated by reference from our Amended Annual Report on Form 10-KSB/A,
filed with the Securities and Exchange Commission on June 13, 2003.

18 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on February 6, 2004.

19 Incorporated by reference from our Annual Report on Form 10-KSB, filed with
the Securities and Exchange Commission on April 14, 2004.

20 Incorporated by reference from our Form S-8 filed with the SEC on September
30, 2003.

21 Incorporated by reference from our Quarterly Report on Form 10-QSB filed
with the Securities and Exchange Commission on May 17, 2004.

22 Incorporated by reference from our Current Report on Form 8-K, filed with
the Securities and Exchange Commission on November 3, 2004.

ITEM 28. UNDERTAKINGS.

(a) The undersigned small business issuer hereby undertakes:

(1) To file, during any period in which it offers and sells
securities, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information in
the registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;

(iii) Include any additional or changed material information on
the plan of distribution.

(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.

(3) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the small business issuer pursuant to the foregoing provisions, or
otherwise, the small business issuer has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

II-13

In the event that a claim for indemnification against such liabilities
(other than the payment by the small business issuer of expenses incurred or
paid by a director, officer or controlling person of the small business issuer
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the small business issuer will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

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SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 5
to Registration Statement to be signed on its behalf by the undersigned, in the
City of Orlando, State of Florida, on December 17, 2004.

SEQUIAM CORPORATION

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

POWER OF ATTORNEY

We, the undersigned officers and directors of Sequiam Corporation., hereby
severally constitute and appoint Nicholas H. VandenBrekel and Mark L.
Mroczkowski and each of them (with full power to each of them to act alone), our
true and lawful attorneys-in-fact and agents, with full power of substitution,
for us and in our stead, in any and all capacities, to sign any and all
amendments (including pre-effective and post-effective amendments) to this
Registration Statement and all documents relating thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, granting to said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as full to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all the said attorneys-in-fact and agents, or any of
them, or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 5 to Registration Statement has been signed by the following
persons in the capacities and on the dates stated.

/s/ Nicholas H. VandenBrekel Director, Chairman, Chief Executive Officer and December 17, 2004
- ----------------------------- President
Nicholas H. VandenBrekel

/s/ Mark L. Mroczkowski Director, Senior Vice President and Chief December 17, 2004
- ----------------------------- Financial Officer
Mark L. Mroczkowski

/s/ James C. Stanley Director December 17, 2004
- -----------------------------
James C. Stanley

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