Exhibit 3.1

                          CERTIFICATE OF INCORPORATION

                                       OF

                       SECURED DIGITAL APPLICATIONS, INC.


     FIRST: The name of the Corporation is SECURED DIGITAL APPLICATIONS, INC.

     SECOND:  The address of its  registered  office in the State of Delaware is
2711  Centerville  Road,  Suite 400, City of  Wilmington,  19808,  County of New
Castle;  and the registered agent of the corporation in the State of Delaware at
such address is Corporation Service Company.

     THIRD:  The nature of the  business or purposes to be conducted or promoted
by the  Corporation  is: To  engage  in any  lawful  act or  activity  for which
corporations may be organized under the General Corporation Law of Delaware.

     FOURTH:  The  total  authorized  capital  stock of the  Corporation  is two
hundred (200) shares of Common Stock of par value of $.001 each.

     The  holders  of the  Corporation's  Common  Stock as a class,  have  equal
ratable  rights to receive  dividends  when,  as and if declared by the Board of
Directors,  out of  funds  legally  available  therefor  and are  entitled  upon
liquidation  of the  Company to share  ratably in the net assets  available  for
distribution,  are not redeemable and have no preemptive or similar rights;  and
holders of the Corporation's  Common Stock have one non-cumulative vote for each
share  held  of  record  on all  matters  to be  voted  on by the  Corporation's
stockholders.

     FIFTH: The Corporation is to have perpetual existence.

     SIXTH:  In  furtherance  and not in limitation  of the powers  conferred by
statute, the Board of Directors is expressly authorized to make, alter or repeal
the By-Laws of the Corporation.

                                       1
<PAGE>

     SEVENTH:  Meetings of stockholders  may be held within or without the State
of Delaware,  as the By-Laws may provide.  The books of the  Corporation  may be
kept (subject to any provision  contained in the statutes)  outside the State of
Delaware at such place or places as may be  designated  from time to time by the
Board of Directors or in the By-Laws of the Corporation.  Elections of directors
need not be by written  ballot  unless the By-Laws of the  Corporation  shall so
provide.

     EIGHTH:  The  Corporation  reserves  the right to amend,  alter,  change or
repeal any provision  contained in this  Certificate  of  Incorporation,  in the
manner now or hereafter  prescribed by statute,  and all rights  conferred  upon
stockholders,  directors or any other person herein are granted  subject to this
reservation.

     NINTH:  No director of the  Corporation  shall be personally  liable to the
Corporation  or any of its  stockholders  for  monetary  damages  for  breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions  not in good faith or which  involve  intentional  misconduct  or a
knowing  violation  of law,  (iii)  under  Section 174 of the  Delaware  General
Corporation Law, as the same exists or hereafter may be amended, or (iv) for any
transaction from which the director derived an improper personal benefit. If the
Delaware  General  Corporation Law hereafter is amended to authorize the further
elimination or limitation of the liability of directors, then the liability of a
director of the Corporation, in addition to the limitation on personal liability
provided herein, shall be limited to the fullest extent permitted by the amended
Delaware General  Corporation Law. Any repeal or modification of this Article by
the  stockholders  of the Corporation  shall be prospective  only, and shall not
adversely  affect any limitation on the personal  liability of a director of the
Corporation existing at the time of such repeal or modification.

                                       2
<PAGE>


     TENTH:  The  Corporation  elects not to be  governed  by Section 203 of the
Delaware General Corporation Law.

     ELEVENTH:  The name and mailing address of the  incorporator  is: Darrin M.
Ocasio Sichenzia Ross Friedman Ference LLP 1065 Avenue of the Americas New York,
NY 10018


     I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the
purpose of forming a corporation  pursuant to the General Corporation Law of the
State of Delaware,  do make this  Certificate,  hereby  declaring and certifying
that  this  is my act and  deed  and the  facts  herein  stated  are  true,  and
accordingly have hereunto set my hand this 22nd day of January 2004.

                                         /s/ Darrin M. Ocasio
                                         ----------------------
                                         Darrin M. Ocasio, Incorporator
<PAGE>