UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                                   (Mark One)

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

                   For the fiscal year ended December 31, 2003

  |_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934

   |_| For the transition period from _________________ to _________________
                        Commission file number 001-12536

                             SECURED SERVICES, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                        11-2964894
(State or other jurisdiction of                (IRS Employer Identification No.)
Incorporation or organization)

                     1175 North Service Road West, Suite 214
                        Oakville, Ontario, Canada L6M 2W1
                    (Address of principal executive offices)
                                 (905) 339-2323
                           (Issuer's telephone number)

                          SOUTHERN SOFTWARE GROUP, INC.
                          1598 Whitehall Road, Suite E
                               Annapolis, MD 21401
 (Former name, former address and former fiscal year if changed since last year)

         Securities registered under Section 12(b) of the Exchange Act:
                                      None
         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $.0001 per share

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

      Check if there no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is contained herein, and will be contained, to the best of the
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. |_|

      For the year ended December 31, 2003, the revenues of the registrant were
$1,023,995.

      The aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant, based on the closing price on the OTC
Bulletin Board, on March 25, 2004 of $2.40, was approximately $8,877,734.

      As of March 25, 2004 the registrant had a total of 9,299,723 shares of
Common Stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB

                              SECURED SERVICES, INC

                          YEAR ENDED DECEMBER 31, 2003

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

PART I                                                                                                         Page
<S>                                                                                                            <C>
Item 1.        Description of Business...........................................................................2
Item 2.        Description of Property..........................................................................13
Item 3.        Legal Proceedings................................................................................13
Item 4.        Submission of Matters to a Vote of Security Holders..............................................13

PART II
Item 5.        Market for Common Equity and Related Stockholder Matters.........................................14
Item 6.        Management's Discussion and Analysis or Plan of Operation........................................15
Item 7.        Financial Statements.............................................................................19
Item 8.        Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.............19
Item 8A.       Controls and Procedures..........................................................................19

PART III
Item 9.        Directors and Executive Officers, Promoters, and Control Persons; Compliance with section
               16(a) of the Exchange Act........................................................................20
Item 10.       Executive Compensation...........................................................................22
Item 11.       Security Ownership of Certain Beneficial Owners and Management and related Stockholder
               Matters..........................................................................................24
Item 12.       Certain Relationships and Related Transactions...................................................25
Item 13.       Exhibits and Reports on Form 8-K.................................................................25
Item 14.       Principal Accountant Fees and Services...........................................................26
</TABLE>

                           FORWARD-LOOKING STATEMENTS

This report and the documents incorporated in it by reference contain
forward-looking statements about our plans, objectives, expectations and
intentions. You can identify these statements by words such as "expect,"
"anticipate," "intend," "plan," "believe," "seek," "estimate," "may," "will" and
"continue" or similar words. You should read statements that contain these words
carefully. They discuss our future expectations, contain projections of our
future results of operations or our financial condition or state other
forward-looking information, and may involve known and unknown risks over which
we have no control. You should not place undue reliance on forward-looking
statements. We cannot guarantee any future results, levels of activity,
performance or achievements. Moreover, we assume no obligation to update
forward-looking statements or update the reasons actual results could differ
materially from those anticipated in forward-looking statements, except as
required by law. Factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements include the
factors discussed in this report in Part I, Item 1., including the section
captioned "Risk Factors that May Affect Future Results;" and "Management's
Discussion and Analysis of Financial Condition or Plan of Operation."

<PAGE>

                                     PART I

Item 1. Description of Business

Overview

      SecureD Services, Inc. provides security software solutions that securely
manage identities and their access to enterprise information assets. Our
products help companies ensure that only those people or business processes that
are entitled to access corporate resources and applications can access them. We
enable our customers to manage their user population that need to access those
resources and applications. In addition, our products provide a more automated
way to grant, modify or revoke account access to applications and resources.

      Our revenue is derived primarily from our core product, Identiprise, which
provides identity and access management to a broad range of technology
environments. We also offer various levels of consulting and support services
that enable our customers to identify and manage security issues and practices.

      Our software products are generally sold on a perpetual license basis.
Customers enter into an annual support agreement for their software license at
the time of initial purchase and typically renew this support agreement
annually. Our support agreement entitles customers to software upgrades and
support.

      Our professional services group provides customers with project
management, architecture and design, custom development services and training.

Recent Developments

      On November 24, 2003, we commenced a $3,000,000 private placement to
institutional and other accredited investors of 1,000,000 units, each consisting
of three shares of common stock, par value $.0001 per share ("Common Shares")
and one warrant to purchase one Common Share (the "Investor Warrants"). We have
consummated only a portion of this private placement. To date we have raised net
proceeds from this placement, after estimated costs and expenses, of
approximately $800,000. No assurance can be given that additional units will be
sold.

      On July 18, 2003, Southern Software Group, Inc. ("SSGI"), a publicly -held
company with no current operating business, completed a merger (the "Merger")
with SecureD Services, Inc. ("SSI"), a privately- held company that had been
recently- formed to acquire, and had completed the acquisition of, two operating
businesses. The Merger was effected pursuant to an Agreement and Plan of Merger
(the "Merger Agreement") that was executed on July 18, 2003 by and between SSGI,
SSGI Acquisition Corp. ("Newco"), a newly-formed, wholly-owned subsidiary of
SSGI, and SSI. Pursuant to the Merger Agreement, Newco merged with and into SSI;
SSI became the surviving corporation; SSI changed its name to SSI Operating
Corp.; SSGI became authorized to issue shares of Series A Convertible Preferred
Stock ("Preferred Shares"); and SSGI changed its name to SecureD Services, Inc.

      As further explained below, SSGI issued Common Shares and Preferred Shares
to the stockholders of SSI in order to complete the Merger. Since the
stockholders of SSI received the majority of the voting securities of the merged
companies, the Merger will be accounted for, effective as of July 18, 2003, as a
"reverse acquisition" whereby SSI, the Legal Acquirer will be the accounting
Acquiree and SSGI the Legal Acquirer will be the Accounting Acquiree.

      A summary of the principal terms of the Merger Agreement affecting the
reverse acquisition is set forth below:

      o     Prior to the completion of the Merger, SSI was required to have
            completed the acquisition of the operating assets related to and the
            business operations of, the VACMAN Enterprise Product line


                                       2
<PAGE>

            ("Vacman") of VASCO Data Security International, Inc. ("VASCO"). T.
            Kendall Hunt, a director of the merged companies, was a director and
            executive officer of VASCO and a Principal stockholder of SSI at the
            time of the closing of the acquisition of the assets of Vacman.

      o     Prior to the completion of the Merger, SSI was required to have
            completed the acquisition of certain assets related to, and the
            business operations of, Dolfin.com, Inc. ("Dolfin"). Michael P.
            Dubreuil, the current Chairman of the Board of Directors and
            Secretary of the merged companies, was a director and executive
            officer of Dolfin at the time of the closing of the acquisition of
            the assets of Dolfin.

      o     Prior to the completion of the Merger, SSI was required to have
            completed a private offering of its common stock from which it would
            have received at least $1,000,000.

      o     Each of the issued and outstanding shares of common stock of SSI
            would be converted into and exchanged for a like number of shares of
            common stock of the merged companies.

      o     Each of the issued and outstanding shares of Series A Convertible
            Preferred Stock of SSI would be converted into and exchanged for a
            like number of Preferred Shares.

      Prior to the completion of the Merger, SSGI had 508,934 outstanding Common
Shares. Following the closing of the Merger, the combined companies had
6,996,271 outstanding Common Shares and 2,000,000 outstanding Preferred Shares,
each of which has voting rights equivalent to a Common Share. The stockholders
of SSI before the Merger owned approximately 94% of the voting securities of the
combined companies following the closing of the Merger. SSI was formed prior to
June 30, 2003 as a holding company to acquire Vacman, Dolfin and SSGI. As of
June 30, 2003, it had received a noninterest -bearing advance of approximately
$500,000 from one of its founders and its only activities were related to the
consummation of the Merger Agreement and the performance of related due
diligence procedures.

Industry Overview

      Market potential

      International Data Corporation [IDC], a recognized expert in the IT field
has projected that the number of Internet users to grow to over 600 million
users by the middle of this decade . New Internet applications, including the
explosion in wireless Internet applications demonstrate the flexibility and
versatility of the Internet as a communications and publishing media.
Unfortunately, the Internet's infrastructure of interconnecting computer
networks creates an unlimited number of opportunities to launch network attacks
on sensitive and proprietary information assets.

      IDC predicts that Corporations will reset their IT security plans as a
result of the events of September 11. The focus of IT security will grow from
authentication, authorization, and administration to include business
continuity. Physical and IT security will become part of the same whole. This
will provide an opportunity for suppliers of IT services and products creating
challenges for CIO's and IT managers to secure infrastructure. It is estimated
that the demand for information security services will reach $21 billion in
worldwide annual spending by 2005.

      IDC and other industry experts have forecasted that demand for security
software is also on the rise, worldwide spending on security software will
increase to $9.4 billion in 2005. Security technology is moving into a concept
of being baked into the IT infrastructure as opposed to being smeared on. This
means information security is now becoming a fundamental component of IT
strategy and a core requirement for every organization with information assets.
We believe that information security offerings including Web services and
digital identity services are the fundamental drivers that are fueling
tremendous growth in the IT market today.

      The World's IT Infrastructure is constantly challenged with a record
amount of malicious security attacks. Many of these security breaches are still
undetected. These attacks have resulted in billions of


                                       3
<PAGE>

dollars in lost revenue, outright theft, productivity losses and significant
legal fees and insurance claims from liability lawsuits from companies who have
not adequately secured their IT infrastructure.

      Recent trends

      Several economic and technological issues transcend all areas of
information security services, including the following:

      The rapid development of Internet, intranet, extranet, remote access, and
mobile wireless networking infrastructure technologies has left end users at all
levels of the corporate structure demanding increased network access to greater
amounts of information from variable locations. This unprecedented level of
network accessibility is being leveraged to enable all stakeholders (e.g.,
employees, customers, partners, and suppliers) to access internal corporate
information and allow users to engage in e-commerce activities (both business to
consumer "B2C" and business to business "B2B") to purchase and transfer goods
and services over the public network. These trends have expanded the market
opportunities for security service providers (e.g., managed security services
providers "MSSP"). Many large organizations lacking sophisticated security
expertise have experienced tremendous benefits by having a third party with a
team of security professionals manage their security requirements rather than
undertaking the costly and burdensome endeavor of building an in-house security
staff.

      Concerns about network security vulnerabilities continue to receive
increased attention over the past year with several new worms and viruses
infecting email and servers worldwide. Nimbda, Code Red and Bug Bear have become
household names, as media reports account the widespread viral threats and
network breaches which continue to threaten corporate enterprises, as well as
branches of the local, state, and federal governments, many of these
organizations have come to a revelation: It is no longer a matter of "if" a
security incident will occur, but more important, "when" will the breach occur
and how much damage will it cause to your organization. The byproduct of these
headlines includes increased demand for security policy reviews and
vulnerability assessments to test the preparedness not only for external attacks
but also for a host of internal threats (e.g., contractors and disgruntled
employees). The demand for information and services from Web sites such as
McAfee.com and Symantec have also increased with the latest round of deadly
viruses attacking e-mail servers with mass propagation spread by infected
computers throughout the world. As a result, services for information security
assessments and integration services have become one of the fastest-growing
segments in the information security services industry.

      IT departments continue to experience budgetary pressures with regard to
proper staffing levels, while simultaneously being asked to provide higher
levels of network accessibility and security. IT departments are increasingly
finding that outside information security service providers present a
cost-effective alternative to developing and maintaining specific types of
security skills and capabilities in-house (particularly in the context of an
extremely competitive information security skills market). This type of
selective outsourcing trend among enterprise organizations and service providers
can help relieve the arduous task of day-to-day IT security management and allow
a sharper focus on core business objectives (e.g., healthcare,
telecommunications, financial services, manufacturing and education etc.).

      The resulting rise in security awareness has also driven interest in
security training and education programs, particularly in the United States.
Spending on information security training and education in the United States is
expected to reach $725 million by 2005, representing a 16.3% compound annual
growth rate, a recognized method of measuring long term growth. Security product
vendors such as Check Point, RSA, and Cisco often utilize the services of
independent third-party training firms to broaden their access to a larger
number of students. Firms typically utilize three different mediums to deliver
education and training: instructor led, technology based, and text based.

      As the competition among security software vendors increases, profit
margins on products will remain under pressure. As a result, security software
is increasingly being integrated into hardware appliances. Initially, computer
security was embodied in "black boxes" that did their work with limited user
interaction. While the Internet grew, the security functions moved to software
that could be modified to


                                       4
<PAGE>

address new threats and business requirements. Over the past few years, however,
the black box has returned in the form of the firewall/virtual private network
("VPN") security appliance.

      Distributed Denial of Service Attacks and menacing software "Worms" like
"Blaster," "Slammer," ""Welchia," "Sobig," "Nimda" and "Lovebug" have attacked
the world's computer networks leaving destruction in their path. The "Code Red"
Worm, created world awareness and sense of urgency to resolve vulnerabilities in
business and must become a core requirement in safeguarding vital information
assets. While these events differ in their overall magnitude, each is having a
significant impact on the economy as well as on management priorities and focus.
One area that has certainly increased in importance is IT security and
availability. Most businesses and government organizations have had to
re-evaluate their efforts in response to expected future threats.

      With the credible threat of additional cyber attacks and cyber terrorism,
all levels of government and business are making secure IT networks a
mission-critical priority. President Bush recently created the Office of
Cyberspace Security. Richard Clarke as the first leader of this office has
warned of the possibility of a "digital Pearl Harbor" in which a terrorist
attack would paralyze computers, electrical grids and other key infrastructure.

      An analysis issued on September 22, 2001 concludes that the potential
exists for devastating cyber attacks following any retaliation to the September
11 events and those attacks could significantly debilitate U.S. and allied
information networks. In August 2003, the risk has grown even greater, with rail
and power stations being affected over the last few weeks and months.

      According to a report by the President's Commission on Critical
Infrastructure Protection, it is estimated that 19 million people worldwide have
the skills to engage in malicious hacking. According to Tom Marsh, who was the
commission's chairman, the worst-case scenarios are nightmarish -- a determined
coalition of hackers could disrupt 911 services, air traffic control, the
power-switching centers that move electricity around the country, rail networks,
the financial networks and more. The complexity of the attacks on the World
Trade Center and the Pentagon showed that terrorist organizations could conduct
very well-organized and sophisticated attacks.

      In addition to these external attacks, internal threats, already on the
rise, will become even more problematic in the coming months. History indicates
that 70% of all security incidents originate from internal sources. In an
environment of downsizing, internal security and security control efforts will
become much more important.

      IT is a critical component of most business processes and recent events
have reinforced just how much businesses rely on there IT infrastructure. As a
result, IT vulnerability has become a high priority executive and boardroom
issue.

      Tightening IT infrastructure security has become the major issue for many
leading business organizations around the world. Top management must provide
proactive sponsorship for efforts that will ensure adequate security and
availability in their business or they are placing their organizations at great
risk.

      The challenge for most executives is finding an e-Security supplier that
can meet all of their needs across all geographic locations providing
consistency, reliability and affordability.

Marketing and Sales Strategy

      We believe that our e-Security Consulting Services will be in great
demand, given the projected security skills shortfall over the next three years.
Through a strategic brand awareness based marketing and public relations
program, we will position ourself as a 100% focused, manufacturer/developer
independent,


                                       5
<PAGE>

International Provider of IT and Internet security services. A direct sales
force in each local market that we will operate in, will fulfill the demand
created through the marketing campaign. Alliances will also be pursued with
other application developers, product manufacturers, Internet Service Providers
(ISPs), Telecommunications Companies (Telcos), and Wireless and Cable operators.

      We will operate each local office as a separate profit center. The
organizational model will be that of a large consulting firm. The principals
from the acquired company will each manage their office with a title of Managing
Partner. The other managers, senior consultants and sales executives will carry
the title of partner, associate partner, principal, manager, consultant, sales
representative, etc. based on their position and experience. The local staff in
their market will make all sales and provide all "in-market" fulfillment. The
sales office location, in which the customer's decision-making occurs, will
handle any national or international sales opportunity. National Account Project
Managers located regionally will assist in coordinating the fulfillment of
national or international sales.

      The initial focus will be to develop the North American market. The
International market will be initially handled on an opportunistic basis until
we believe that we have enough critical mass in North America. Over time we will
focus on seven major markets throughout the world: five in the U.S. one in
Canada, and one internationally.

      We believe our market appeal will be our capability to integrate
best-of-breed security products, services and processes to provide an integrated
Enterprise e-Security Architecture to its clients. Market research has indicated
that organizations want more than just a firewall or an anti-virus solution.
Today's Client wants to rely on neutral third party systems security integrators
that can provide comprehensive security solutions that encompass the entire
enterprise.

      Typically, organizations are seeking an e-Security Architecture that can
protect them from outside intrusions, internal security violations, and the
ability to transact e-Commerce business and move digital transactions safely on
Corporate LANs, Intranet and extranet environments. Therefore, we have set the
goal of providing "end-to-end" security solutions to protect the most important
asset - intellectual property that resides in computers and database
repositories on networks. Our security services model is comprehensive and has
specific target able opportunities that the competition does not address.

      We believe that we have significant opportunities with the following
market characteristics:

      o     A market for e-Security consulting services and products that is
            rapidly growing;

      o     Highly fragmented industry without a clear market leader;

      o     Significant economies of scale to be realized by implementing best
            practices on a global basis;

      o     No national/international company focused on end-to-end, product
            independent, e-Security consulting;

      We intend to exploit this opportunity by:

      o     Growing its market leadership position in providing "an integrated
            e-Security Architecture" from which business can embrace the new
            economy with a minimal of "non-business" risk.

      o     Providing consistent levels of e-Security services, implementation
            and monitoring in all the major markets;


                                       6
<PAGE>

      o     Partnering with those organizations that must secure their service
            offering in order to do business with their clients
            (telecommunications, banking, healthcare, utilities and government
            etc.).

      We believe that our innovative approach to e-Security will create
significant market awareness and intend to use this awareness to capitalize on
the unique marketing opportunities described above. Our sales and marketing
strategy will include the following:

      o     A clear focus on target markets;

      o     A clear understanding of how to leverage various market entry sales
            strategies to obtain maximum sales coverage and mitigate risks;

      o     The planned geographic representation and sales infrastructure to
            capitalize on the explosive growth in e-Security;

      o     e-Business security application solutions ranging from secure
            transactions to secure document distribution over the Internet.

      o     A communications program that will create an awareness of SecureD
            among clients and other key industry influencers;

      o     Advertising and public relations agency relationships that will
            assure the quality, consistency, and effectiveness of our
            communications.

      In summary, we intend to become a dominant force in the e-Security space
with its comprehensive security solutions and its aggressive marketing/sales
strategy that incorporates direct sales, mass merchandising, annuity services
"managed" and strategic partnerships.

Competition

      As mentioned above, there is no one dominant player in the market at this
time, but there is a lot of activity. Key market trends include an increase in
the number of single "point" solution security-related products and services and
the vertical integration of market segments (such as firewalls and AntiVirus
products), reducing over time the total number of vendors and products.

      After surveying the current security firms that provide hardware, software
and/or services in the $16 Billion worldwide information security market, we
believe that there is no dominant security services provider in this sector. We
have reviewed the major providers of security services, hardware and software
products such as Symantec, VeriSign, Network Associates, Cisco and Checkpoint;
the large consulting firms such as Accenture, Bearing Point, Electronic Data
Systems (EDS), Perot Systems and IBM; as well as many small and mid-sized firms
such as, ISS, Counter plane, RSA, VASCO, Netegrity, Open Network, Oblix,
Guardent, @Stake, Red Siren, and Found Stone.

      Further, we have reviewed market requirements and industry projections
from firms like the Gartner Group, IDC, and those of many trade publications. As
a result of these investigations, the we believe that no other North America
firm currently offers the focused services that we currently offer or plan to
offer.

      Most competing manufacturers offer a single solution product, or a suite
of products that meet a portion of a customer's needs. The large consulting
providers of security services such as Accenture, IBM, EDS and Bearing Point are
broadly focused on many different consulting services from accounting, to
manufacturing, to business process reengineering. These large providers deliver
security consulting as only a small part of their total IT consulting practice.
Because they are not focused, these services are most often prohibitively
expensive and not current with market requirements and technological advances.
Further, most of these large firms lose their top quality consultants to small,
more innovative and


                                       7
<PAGE>

entrepreneurial firms. We believe that our focus and structure will allow us to
attract and retain many of these top quality consultants.

Intellectual Property

      Our intellectual property consists of ours know how, methodology, staff
experience, and certain proprietary applications. Our e-Security Architecture as
described above is delivered using an integrated suite of its proprietary
applications and 3rd party tools as well as Open Source Security applications
such as Firewall, Content Filtering, Intrusion Detection, VPN and Bandwidth
management, which form the core offering of its Managed Security Services.

      Our managed security service is the next evolutionary step in enterprise
security. Using a proven secure operating platform, we have incorporated
critical Internet security functions into a single gateway that allows us to
tailor a security solution to meet its client's specific security requirements.
We have developed our managed security services such that they incorporate our
client's required Internet security requirements into one easy to maintain and
manage software solution on one or more hardware appliances depending on volume
requirements. The SecureD Appliance comes in several hardware configurations
designed to best fit a client's throughput and fault tolerance requirements.

      Our Identiprise 5.0 software enables our clients to securely manage user
access and single sign-on to web, client/server, and legacy applications in one
integrated system. It provides users with secure access to applications, web
pages, and data objects based on their policies. Additionally, users have single
sign-on to any application protected by Identiprise that they are permitted to
use. Unlike other solutions, Identiprise addresses the need of an enterprise by
combining the power of directory and security technologies utilizing a common
framework Identiprise provides a foundation for organizations to:

      o     Centrally control user access and management

      o     Increase security and user efficiency through Secure Single Sign-On

      o     Leverage investments in existing infrastructure

      o     Enable security without application programming

      o     Deploy rapidly with smart implementation tools

Centralization is fundamental to reducing administration costs and complexity.
Centralized security management allows administrators to easily manage large
numbers of users' privileges across all applications and platforms, eliminating
the need for proprietary and redundant security systems.

      Single sign-on across multiple applications, platforms, and environments
provides a rich user experience, increased security, productivity, and reduced
customer support costs. Identiprise fine-grained access control and single
sign-on provides an easy way to address the specific needs and access rights of
each user, while restricted resources and applications remain hidden and secure.

      Identiprise leverages a client's technology investments by supporting all
leading infrastructure components, including directories, web servers,
applications servers, legacy applications, and authentication methods. It is one
of only a few products that can address the needs of a large enterprise from web
to mainframe. More importantly, it provides one infrastructure to handle web,
client/server, and legacy platforms.

      Identiprise employs a simple, yet sophisticated approach to provide access
control and single sign-on services for users. This approach--Protocol Support
Module ("PSM")--easily allows for new applications, platforms and databases to
be snapped into the Identiprise environment, without recoding the application.
This dramatically reduces the time, cost and effort of implementing and
supporting Identiprise when compared to other products.


                                       8
<PAGE>

      A mature Single Sign-on[ SSO ]system must be capable of a smooth, almost
seamless integration of the existing security environments into its own.
Identiprise provides: 1) Dynamic User Registration (DUR) and 2) Password
Auto-learning. This allows organizations to authenticate and automatically
register a user into the new SSO system and grant their global identity. From
here, the global identity will securely map to the user's account on any other
target system(s). In addition, Identiprise can be configured to learn target,
application-specific user IDs and passwords as the user enters them the first
time.

      Identiprise enables a transparent, non-invasive security framework that
allows an organization to deploy a wide range of services, quickly and
efficiently, across web, client-server and legacy environments. Whether a client
is focused on B2B or B2C, Identiprise delivers increased productivity, decreased
time-to-market, leverages a client's IT resources and decreases its total costs
of ownership.

      As the additional targeted acquisitions are closed, each of the acquired
companies has their own methodologies, know-how and, in most cases, some
proprietary applications, trademarks, and in a few cases some patents (herein
"IP"). All of this IP will be inventoried and cataloged into our knowledge base.
This knowledge base will be securely accessed from all of our locations through
a Virtual Private Network. Each office will search the database for pertinent
know-how or applications as it apply to their particular client's situation. As
IP is developed it will be added to the knowledge base. The benefit of this
approach is that the staff of each office will have the experience of all
Company locations, providing a formidable competitive advantage.

Product Research And Development

      The market for identity and access management products is characterized by
rapid technological change, changes in customer requirements, new product
introductions and enhancements, and emerging industry standards. We devote
significant time and resources to analyzing and responding to changes in the
industry, such as changes in operating systems, application software, security
standards, networking software and evolving customer requirements.

      Identity and access management solutions have significant requirements for
scalability, reliability, sophisticated security and ease of administration.
These demands drive the need for a centralized management model for
administrators, a single point of access for users and centralized means of
managing users, their access rights and identities. With the growing
implementation of standards-based user directories, such as LDAP, and the
proliferation of flexible and easy-to-use security products, businesses are able
to take advantage of best-of-breed solutions as they deploy business
applications across heterogeneous networks. We have made, and expect to continue
to make, a substantial investment in research and development. In the period
ended December 31, 2003, we spent approximately $184,000, or 18%, of total
revenues on research and development. We will continue our product development
efforts for our current products, as well as for next generation products for
new markets. As of December 31, 2003, we had 3 employees engaged in research and
development activities.

      We believe the future success of SecureD depends largely on our ability to
enhance and broaden our existing product lines to meet the evolving needs of the
market. There can be no assurance that we will be able to respond effectively to
technological changes or new industry standards or developments. Our operating
results and business could be adversely affected if we were to incur significant
delays or be unsuccessful in developing new products or enhancing our existing
products, or if any such enhancements or new products do not gain market
acceptance. In addition, a number of factors may cause variations in our future
operating results including the timing of product introductions and enhancements
by us or our competitors, market acceptance of new products, or the delay of
customer orders in anticipation of new products.

Employees

      At December 2003, we had 21 staff members, of which 16 are full time
employees and five were consultants. Of the 21 staff members, three were engaged
in research and development, five engaged in


                                       9
<PAGE>

service delivery, eight in sales and marketing and five in administration
finance and business development. None of our employees are represented by a
labor union and we consider our relationship with our employees to be good.

                   Risk Factors That May Affect Future Results

We Are Dependant On Our Ability To Market Our Services.

      Our success is dependant mainly on our ability to market, and the market's
acceptance of, the product Identiprise together with related implementation
services. Our success and the success of our business partners and customers to
market the System and develop a significant market acceptance of the product and
services is not certain. If the System does not achieve sufficient market
acceptance, our business, financial condition and results of operations would be
materially and adversely affected.

We Have Incurred, And Will Continue To Incur Significant Losses.

      We have incurred significant losses since the commencement of operations
in 2003 and we expect to incur losses and negative cash flow for the indefinite
future and at least for the fiscal year ending December 31, 2004.

      We have a history of losses and the likelihood of our success depends on
many factors, including some that are out of our control. We have cumulative net
losses since inception of approximately $1,000,000 million. The likelihood of
our success must be considered in light of the problems, delays, expenses and
difficulties encountered by an enterprise in our stage of development, some of
which may be beyond our control. These include, but are not limited to, our
ability to operate our anticipated business; delays in commencement of operation
of Identiprise by our Business partners; our ability and the ability of our
business partners to attract a sufficient number of customers unanticipated
problems relating to further software enhancement and development; the
competitive and regulatory environment in which we operate; marketing problems;
and additional costs and expenses that may exceed current estimates. We
anticipate continued losses and negative cash flow, and we can not predict
whether or when we will become profitable.

We May Require Additional Funding.

      A change in our business plan may result in the need to raise additional
financing, which may not be available on terms acceptable to us, if at all. Our
cash requirements may vary materially from those now planned due to a number of
factors, including the extent to which we develop the Identiprise brand, the
response of competitors to the Identiprise System and our ability to satisfy
applicable licensing requirements. We may need to raise additional capital to
fund our future operations. There can be no assurance that additional financing
will be available when needed on terms acceptable to us, or at all. If
additional funds are raised, by issuing equity securities, further dilution to
existing shareholders will result and future investors may be granted rights
superior to those of existing shareholders. Moreover, raising additional funds
in the future may trigger the anti-dilution provisions in the Investor Warrants
issued in our recent financing, resulting in further dilution to existing
shareholders. Insufficient funds may prevent the us from implementing our
business strategy or may require us to limit our operations significantly.

Due To Our Limited Operating History We May Never Achieve Significant Revenue.

      Our sales and integration cycles with potential business partners are long
and unpredictable, and may encounter unanticipated problems. The sales and
integration cycles with potential business partners for our Identiprise System
is long and unpredictable. Potential business partners typically undertake a
lengthy evaluation process. As a result, we may not recognize revenue from sales
efforts for an extended period of time, if at all. Assuming an agreement is
reached, the Identiprise System must then be integrated with the


                                       10
<PAGE>

business partner's technical environment. The length of time to complete the
integration process may be adversely impacted by a number of factors, including
the business partner's system infrastructure, its' strategic priorities and
technical resources. Unanticipated problems during the integration process could
result in extensive delays in launching the Identiprise System or termination of
an agreement, which could materially and adversely affect our business,
financial condition and results of operations.

We May Be Affected Adversely By Changes In Exchange Rates.

      Our international operations subject us to currency exchange risks. A
significant portion of our operations and current sales are in Canada and
denominated in Canadian dollars. As a result, our operating results may be
adversely affected by changes in exchange rates. Given the volatility of
currency exchange rates, we cannot predict the effect of exchange rate
fluctuations on our future operating results.

We Are A Relatively Small Company With Limited Resources.

      We face substantial competition in the security industry and may not be
able keep up with future technological changes. Our Identiprise System and the
business intended to be operated by us competes with other forms of security
systems. There can be no assurance that future technological advances will not
results in improved products or services that could adversely affect our
business or that we will be able to develop and introduce competitive uses for
its products and to bring such uses to market in a timely manner Our success
depends significantly upon our ability to protect our Intellectual property and
to avoid infringing the intellectual property of third parties, which could
result in costly and time-consuming litigation.

If We Are Unable To Protect Our Intellectual Property We May Be Unable To
Compete.

      We regard the Identiprise System and related technology as proprietary and
relies primarily on a combination of patent, trademark, copyright and trade
secret laws and employee and third-party non-disclosure agreements to protect
its proprietary rights. Currently, we have no United States patents for our
proprietary methods and our related computer processing system. No assurance can
be given that any of our pending domestic or foreign patent pending applications
will issue as patents, that any issued patents provides us with significant
competitive advantages, or that challenges will not be instituted against the
validity or enforceability of any patent we own, or, if instituted, that such
challenges will not be successful. Defense of intellectual property rights can
be difficult and costly, and there can be no assurance that we will be able
effectively to protect its technology from misappropriation by competitors.
Additionally, third party infringement claims may result in our being required
to enter into royalty arrangements or pay damages, any of which could materially
and adversely affect our business, financial condition and results of operations
As the number of software products in the industry increases and the
functionality of these products further overlap, software developers and
publishers may increasingly become subject to infringement claims. Although we
have not received any claim that we are infringing any patent or trade secrets
and we are not currently aware of any claim that we are infringing any such
rights of others, there can be no assurance that we will not face such claims,
with or without merit, in the future. Any such claims or litigation could be
costly and could result in a diversion of management's attention, which could
have a material adverse effect on our business, financial condition and results
of operations. Any settlement of such claims or adverse determinations in such
litigation could also have a material adverse effect on our business, financial
condition and results of operations.

Our Success Depends On Our Ability To Attract And Retain Key Personnel.

      We are dependent upon the continued efforts and abilities of our executive
officers and other key personnel, the loss or unavailability of certain key
people for any significant period could have a material adverse effect on our
business, financial condition and results of operations. These key employees
have


                                       11
<PAGE>

entered into employment agreements with us which terminated on December 31,
2003. There is no assurance that those agreements will be successfully
negotiated to extend or renewed by us or the employees upon expiration of their
term and if not extended or renewed, whether individuals with similar
backgrounds and experience could be hired to replace them. We do maintain and do
intend to obtain key person life insurance on the life of key employees. Our
operations will also depend to a great extent on our ability to attract new key
personnel and retain existing key personnel in the future. Competition is
intense for highly skilled employees and there can be no assurance that we will
be successful in attracting and retaining such personnel or that it can avoid
increased costs in order to do so. Our failure to attract additional qualified
employees or to retain the services of key personnel could have a material
adverse effect on our business, financial condition and results of operations.

Effective Control Is Held By Three Directors.

      Our founders and directors, Michael P. Dubreuil, Chairman, King Moore,
President and Chief Executive Officer and T. Kendall Hunt, beneficially own,
respectively 1,300,000, 1,866,667 and 1,300,000 shares of our common stock. In
addition, VASCO Data Security International, Inc. owns 2,000,000 shares of our
preferred stock, which have one vote per share, votes together with our common
stock as a single class and is convertible into an equivalent number of shares
of common stock. Mr. Hunt is the Chairman and Chief Executive Officer of VASCO
and, therefore, may be deemed the beneficial owner of VASCO's shares.
Accordingly, these three directors together beneficially own 6,466,667 voting
shares or approximately 57% of our voting shares. As a result of such ownership,
such stockholders have the ability to control the election of our directors and
the outcome of issues submitted to a vote of stockholders.

Our Common Stock Is A "Penny Stock" Which May Restrict The Ability Of
Stockholders To Sell Our Common Stock And Warrants In The Secondary Market.

      The Securities and Exchange Commission has adopted regulations which
generally define "penny stock" to be an equity security that has a market price,
as defined, of less than $5.00 per share of an exercise price of less than $5.00
per share, subject to certain exceptions, including an exception of an equity
security that is quoted on a national securities exchange. Our common stock is
not now quoted on a national exchange but is traded on the OTC bulletin board
[OTCBB]. Thus, they are subject to rules that impose additional sales practice
requirements on broker-dealers who sell these securities. For example, the
broker-dealer must make a special suitability determination for the purchaser of
such securities and have received the purchaser's written consent to the
transactions prior to the purchase. Additionally, the rules require the
delivery, prior to the transaction, of a disclosure schedule prepared by the
Securities and Exchange Commission relating to the penny stock market. The
broker-dealer also must disclose the commissions payable to both the
broker-dealer and the registered underwriter, and current quotations for the
securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The "penny stock" rules,
may restrict the ability of our stockholders to sell our common stock and
warrants in the secondary market.

The Market Price Of Our Common Stock May Be Highly Volatile.

      The market price of our securities as well as that of many emerging and
high technology companies has been highly volatile, experiencing wide
fluctuations not necessarily related to the operating performance of such
companies. Factors such as volatility in the trading markets generally, our
operating results, public announcements regarding us or our competitors
concerning technological innovations and new products or systems may have a
significant impact on the market price of our securities.

      Statements or changes in opinions, ratings or earnings estimates made by
brokerage firms or industry analysts relating to the markets in which we operate
or expect to operate could also have an


                                       12
<PAGE>

adverse effect on the market price of our common stock. In addition, the stock
market as a whole has from time to time experienced extreme price and volume
fluctuations which have particularly affected the market price for the
securities of many small cap companies and which often have been unrelated to
the operating performance of these companies.

Provisions In Our Charter Documents Could Prevent Delay Or Impede A Change In
Control Of The Company And Depress The Market Price Of Our Common Stock.

      We do not intend to pay cash dividends for the foreseeable future. We have
not paid any cash dividends on our outstanding Preferred Stock or Common Stock
since inception and do not intend to pay any cash dividends to our shareholders
in the foreseeable future. We currently intend to reinvest earnings, if any, in
the development and expansion of our business. Certain provisions of our
Certificate of Incorporation and Delaware law may have the effect of
discouraging, delaying or preventing a change of control that our shareholders
may consider favorable.

      Our Certificate of Incorporation authorizes the issuance of 5,000,000
shares of Preferred Stock (of which 2,000,000 have been designated as Series A
Preferred Stock and are outstanding) with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without obtaining stockholder
approval, to issue such Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the Common Stock. In the event of issuance, the
Preferred Stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in the control of the Company.
Certain provisions of Delaware law may also discourage third party attempts to
acquire control of the Company.

Any Acquisition We Make Could Disrupt Our Business And Harm Our Financial
Condition.

      Our strategy is to grow via generic growth of our current products and
services and also acquire complimentary companies and technologies .We have
limited experiences in making significant acquisitions. Acquisitions entail a
number of risks that could materially and adversely affect our business and
operating results including problems integrating the acquired operations,
technologies and products, potential loss of key employees and difficulties in
maintaining relationships with suppliers and customers

Item 2. Description of property

      We currently lease approximately 2,500 square feet of space in Oakville,
Ontario, Canada under a five year lease which expires on June 30, 2004. Lease
payments for this facility, during the fiscal year ended December 31, 2003, were
approximately $32,000. For the fiscal year ending December 31, 2004, lease
payments for this facility is expected to also be approximately $72,000. The
Company also leases off-site facilities in Virginia on a month to month basis
for the storage of equipment. We are currently in negotiations to extend the
lease for our Oakville, Ontario facilities. We believe that if this lease is not
renewed a satisfactory alternative space will be available.

Item 3. Legal proceedings.

      None.

Item 4. Submission of matters to a vote of security holders.

      No matters were submitted to a vote of security holders during the quarter
ended December 31, 2003.


                                       13
<PAGE>

                                     PART II

Item 5. Market for common equity and related stockholder matters.

Market Information.

      The following table sets forth, for the periods indicated and as reported
by NASDAQ OTCBB, the high and low bid prices for our Common Shares. The
quotations reflect inter-dealer prices without retail mark-up or commission and
may not represent actual transactions. Prices for transactions prior to our 1
for 35 reverse split have not been adjusted. Our Common Shares are traded on the
OTCBB Market under the symbol "SSVC.OB."

<TABLE>
<CAPTION>
                                                                                  Bid Price
                                                                        -----------------------------
                  Quarters                                                High                   Low
                  --------                                                ----                   ---
<S>                                                                     <C>                    <C>
January 1, 2002 to March 31, 2002                                       $ 0.11                 $ 0.08
April 1, 2002 to June 30, 2002                                          $ 0.12                 $ 0.06
July 1, 2002 to September 30, 2002                                      $ 0.065                $ 0.035
October 1, 2002 to December 31, 2002                                    $ 0.04                 $ 0.01
January 1, 2003 to March 31, 2003*                                      $ 1.15                 $ 0.12
April 1, 2003 to June 30, 2003                                          $ 2.50                 $ 0.66
July 1, 2003 to September 30, 2003                                      $ 3.15                 $ 1.50
October 1 2003 to December 31, 2003                                     $ 2.71                 $ 1.50
January 1, 2004 to February 27, 2004                                    $ 2.20                 $ 1.50
</TABLE>

----------
*A 1 for 35 reverse-split was effected on March 14, 2003.

Current Holders of Common Stock

      Based upon information supplied to us by our transfer agent, there were
approximately 50 stockholders of record of our Common Shares on February 15,
2004. We believe there are in excess of 1,600 beneficial owners of our Common
Shares whose shares are held in "Street Name."

Dividends

      We have never paid cash dividends with respect to our Preferred or Common
Shares. We intend to retain future earnings, if any, to help finance operations
and expansion and accordingly do not plan to pay cash dividends to holders of
our Preferred or Common Shares for the foreseeable future. Any decision
regarding the future payment of cash dividends on Preferred or Common Shares
will depend on the results of operations and financial position and such other
factors as the Board of Directors, in its discretion, deems relevant.

Recent Sales of Unregistered Securities

      In October 2003, we approved the issuance of an aggregate of 202,019
Common Shares as follows:

      (i)   60,000 to each of our Chief Financial Officer and VP of Sales for
            their services rendered. The issuance of these shares was exempt
            from registration, as it was a non-public offering made pursuant to
            Sections 4(2) and 4(6) of the Securities Act of 1933, as amended;

      (ii)  24,000 and 20,000 Common Shares to Capital Market Relations and
            Houston Associates, respectively, as compensation for consultation
            services provided. The issuance of these shares was exempt from
            registration, as it was a non-public offering made pursuant to
            Section 4(2) of the Securities Act of 1933, as amended;

      (iii) 16,305 Common Shares for the partial payment of dividends on the
            Preferred Stock, as further described below in the next to the last
            paragraph of this section; and

      (iv)  21,714 Common Shares for charitable contributions. The issuance of
            these shares was exempt from registration, as it was a non-public
            offering made pursuant to Section 4(2) of the Securities Act of
            1933, as amended.

      In November 2003, we sold 385,000 units, each consisting of three Common
Shares and one redeemable stock purchase warrant at $2.25 per unit, to certain
accredited investors raising gross proceeds


                                       14
<PAGE>

of approximately $866,000. The net proceeds of approximately $0.8 million, after
deducting applicable expenses, will provide us with additional working capital.
The issuance of these shares was exempt from registration, as it was a
non-public offering made pursuant to Regulation D, and Sections 4(2) and 4(6) of
the Securities Act of 1933, as amended. During this month, we also approved the
issuance of 20,000 Common Shares to Oliver Meixner, for consulting services
rendered. The issuance of these shares was exempt from registration, as it was a
non-public offering made pursuant to Regulation S of the Securities Act of 1933,
as amended.

      In December 2003, we sold 900,000 Common Shares and 300,000 redeemable
stock purchase warrant to an accredited investor and accepted, as payment in
full, a full recourse promissory note for $450,000. The issuance of these shares
was exempt from registration, as it was a non-public offering made pursuant to
Regulation D, and Sections 4(2) and 4(6) of the Securities Act of 1933, as
amended. During this month, we also approved the issuance of 58,000 Common
Shares to Corporate Capital Management for consulting services rendered. The
issuance of these shares was exempt from registration, as it was a non-public
offering made pursuant to Sections 4(2) of the Securities Act of 1933, as
amended.

      Our Certificate of Incorporation authorizes the issuance of 5,000,000
shares of Preferred Stock with such designations, rights and preferences as may
be determined from time to time by the Board of Directors. As such, the Board of
Directors is empowered, without obtaining additional stockholder approval, to
issue such preferred stock with dividend, liquidation, conversion, voting or
other rights that could adversely affect the voting power or other rights of the
holders of the Common Shares. In connection with the acquisition of Identiprise,
we issued 2,000,000 shares of a new class of Series A Preferred Stock to VASCO
Data Security International, Inc. Each share of Preferred Stock has one vote,
liquidation preferences, is entitled to a 6% cumulative dividend payable on a
quarterly basis, is convertible into 1 Common Share at $1 per share on a
cashless basis and is redeemable by us seven years after issuance for nominal
consideration if not previously converted into Common Shares. Accordingly, for
the quarters ended September 30, 2003 and December 31, 2003 we issued an
aggregate of 31,062 Common Shares to VASCO Data Security International, Inc. in
payment of dividends on the Preferred Stock. The issuance of these shares was
exempt from registration pursuant to Sections 4(2) and 4(6) of the Securities
Act of 1933, as amended.

      We reasonably believed that each purchaser had such knowledge and
experience in financial and business matters to be capable of evaluating the
merits and risks of the investment, each purchaser represented an intention to
acquire the securities for investment only and not with a view to distribution
thereof and appropriate legends were affixed to the stock certificates or
warrants. No commissions were paid in connection with such issuances.

Item 6. Management's Discussion and Analysis or Plan of Operations

      The following management's discussion and analysis of financial condition
and results of operations should be read in conjunction with our audited
consolidated financial statements and notes thereto contained elsewhere in this
report. This discussion contains forward-looking statements based on current
expectations that involve risks and uncertainties. Actual results and the timing
of certain events may differ significantly from those projected in such
forward-looking statements.

Overview

      We provide security software solutions that securely manage identities and
their access to enterprise information assets. Our products help companies
ensure that only those people or business processes that are entitled to access
corporate resources and applications can access them. We enable our customers to
manage their user population that need to access those resources and
applications. In addition, our products provide a more automated way to grant,
modify or revoke account access to applications and resources.


                                       15
<PAGE>

      Our revenue is derived primarily from our core product, Identiprise, which
provides identity and access management to a broad range of technology
environments. We also offer various levels of consulting and support services
that enable our customers to identify and manage security issues and practices.

      Our software products are generally sold on a perpetual license basis.
Customers enter into an annual support agreement for their software license at
the time of initial purchase and typically renew this support agreement
annually. Our support agreement entitles customers to software upgrades and
support.

      Our professional services group provides customers with project
management, architecture and design, custom development services and training.

Critical Accounting Policies and Use of Estimates

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual amounts could differ from those estimates.

      Software development costs

      Pursuant to Statement of Financial Accounting Standards No. 86,
"Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise
Marketed," we are required to charge the costs of creating a computer software
product to research and development expense as incurred until the technological
feasibility of the product has been established; thereafter, all related
software development and production costs are required to be capitalized.

      Commencing upon the initial release of a product, capitalized software
development costs and any costs of related purchased software are generally
required to be amortized over the estimated economic life of the product or
based on current and estimated future revenues. Thereafter, capitalized software
development costs and costs of purchased software are reported at the lower of
unamortized cost or estimated net realizable value. Due to the inherent
technological changes in the software development industry, estimated net
realizable values or economic lives may decline and, accordingly, the
amortization period may have to be accelerated.

      We did not capitalize any software development costs during the period
from April 28, 2003 to December 31, 2003.

Recognition of impairment

      Goodwill and other intangible assets with indefinite useful lives are
subject to reduction when their carrying amounts exceed their estimated fair
values based on impairment tests that are required to be made annually or more
frequently under certain circumstances. Fair values are determined based on
models that incorporate estimates of future profitability and cash flows.

      Impairment losses on long-lived tangible and intangible assets which do
not have indefinite useful lives, such as computer equipment, customer lists and
technology, are recognized when events indicate that the undiscounted cash flows
estimated to be generated by such assets are less than their carrying value and
all or a portion of such carrying value may not be recoverable. Impairment
losses are then measured by comparing the fair value of assets to their carrying
amounts.

Revenue recognition

      We apply the provisions of AICPA Statement of Position 97-2, "Software
Revenue Recognition," as amended, which specifies the following four criteria
that must be met prior to recognizing revenue: (1)


                                       16
<PAGE>

there must be persuasive evidence of the existence of an arrangement, (2)
delivery must be completed, (3) fees must be fixed or determinable, and (4)
amounts due must be probable of collection. In addition, revenue earned on
software arrangements involving multiple elements is allocated to each element
based on the relative fair value of the elements. When applicable, revenue
allocated to software products (including specified upgrades/enhancements) is
recognized upon delivery of the products.

      The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by accounting principles generally
accepted, with no need for management's judgment in their application.

      There are also areas in which management's judgment in selecting any
available alternative would not produce a materially different result. See our
audited consolidated financial statements and notes thereto which begin on page
F-1 of this Annual Report on Form 10-KSB, which contain accounting policies and
other disclosures required by accounting principles generally accepted.

Results of operations

      The following table sets forth for the period presented the consolidated
statement of operations data as a percentage of revenues:

                                                                   Year ended
                                                                  December 31,
                                                                      2003
                                                                      ----

Revenues....................................................         100.0%
Cost of revenues............................................          32.7%
Gross profit................................................          67.3%
Selling, general and administrative expenses................         132.7%
Research and development....................................          18.0%
Depreciation and amortization...............................          13.0%
Total operating costs and expenses..........................         163.7%
Loss from operations........................................          96.4%
Interest expense, net.......................................           2.8%
Net loss....................................................          99.2%

Period From April 28, 2003 (date of inception) to December 31, 2003

      Revenues

      Net revenues for the period from inception were $1,024,000 and were
primarily for services in providing support for our Identiprise product and
supporting and developing our Managed Services product. Revenues in the USA
totaled $621,000 [61%] and revenues in Canada totaled $404,000 [39%].

      Cost of revenues

      Costs of revenues for the period from inception were $334,000,
approximately 33% of revenue and in line with projections. The cost of revenues
in the USA amounted to $129,000 or 21% of revenues, consisting mainly of payroll
and related expenses, and the cost of revenues in Canada totaled $205,000 or 51%
of revenues.

      Gross profit

      The gross profit totaled $690,000 for the period from inception and
represented a gross profit percentage to revenue of 67% which was in line with
expectations. The gross profit in the USA


                                       17
<PAGE>

amounted to $ 488,000 or 79% of revenues and the gross profit in Canada totaled
$199,000 or 49% of revenues. The difference in profitability is due to the mix
of services provided in the period

      Selling, general and administrative expenses

      Selling, general and administrative expenses during the period from
inception totaled $1,359,000, and included a growth in employee salary and
benefit expenses, initial training costs, expenses, including some start-up
costs, involving professional services and a non-cash charge associated with the
granting of common shares for employees and consulting services.

      We believe that this cost as a percentage of revenues will decrease in
future as our fixed expense growth decreases as sales increase leading to
enhanced profitability.

      Research and development

      Research and development costs amounted to $184,000 during the period from
inception and involved mainly employee related costs used in the development of
our Identiprise product. This development enabled us to release an improved
version of the product in the fourth quarter of 2003. We believe that research
and development costs in the future will increase to further enhance our
Identiprise product in response to our customer requests; we further believe
that this investment will lead to increased revenues and profitability.

      Amortization of intangible assets

      Costs of acquiring customer lists and technology are capitalized and
aggregated $720,000. These costs are being amortized on the straight-line basis
over 3 years. We incurred $120,000 of Amortization Expense during the period
from inception.

      Interest expense

      Interest expense during the period from inception was $29,000 due
primarily to the payments to VASCO Data Security International, Inc in
accordance with the terms of purchase of the Identiprise product.

      Preferred stock dividends

      We recorded non cash payments of $60,000 during the period from inception
to reflect dividend rights payable to VASCO Data Security International, Inc in
accordance with the terms of purchase of the Identiprise product.

      Income tax expense

      As of December 31, 2003 our accumulated net operating loss carryforwards
for U.S. Federal and Canadian income tax purposes were approximately $1,000,000.
We anticipate that all of these loss carryforward amounts will remain available
for offset against any future tax liability that we may incur.

Liquidity and Capital Resources.

      As of December 31, 2003, we had liquid resources totaling $1,148,000.
These include cash and cash equivalents in the amount of $204,000, accounts
receivable of $436,000, and amounts due from associated companies of $471,000
and other receivables of $37,000. Cash investments are limited to investment
grade marketable securities with maturities of less than 13 months.

      Our operations currently do not generate positive cash flow and are not
expected to do so during most of the year ending December 31, 2004. We
anticipate that our existing resources including those generated by our recent
financing and anticipated financing efforts will be adequate to fund our capital
and operating requirements through at least June 30, 2005. We believe that this
is a sufficient period of time to allow us to establish a successful enterprise
in the intended market.

      We expect the agreements with our current business partners to produce
revenues in the year ending December 31, 2004. We are currently in discussions
with several additional companies to provide services. There is no assurance
however, that the Identiprise system will be launched as planned with


                                       18
<PAGE>

additional business partners or accepted by potential users. In addition, there
is no assurance that any additional agreements will be signed, or that these
agreements will not produce revenue as planned.

      Capital expenditures are expected to be incurred in relation to system
rollout for existing contracts as well as the purchase of additional computer
equipment. Existing resources are expected to be able to fund these
requirements. Our capital requirements may vary materially from those now
planned due to a number of factors, including the rate at which we can introduce
the product, the market acceptance and competitive position of the product and
the response of competitors to the product.

      On November 24, 2003, we commenced a $3,000,000 private placement to
institutional and other accredited investors of 1,000,000 units, each consisting
of 3 Common Shares and one warrant to purchase a Common Share. We have
consummated only a portion of this private placement. To date we have raised net
proceeds from this placement, after estimated costs and expenses, of
approximately $800,000. No assurance can be given that additional units will be
sold.

      On December 29, 2003, we sold 900,000 Common Shares at $.50 per share
through a private placement for gross proceeds of $450,000. In addition, the
investors received warrants to purchase 300,000 Common Shares that are
exercisable through December 2006 at $1.50 per share. We did not received any of
the proceeds from the sale prior to December 31, 2003 and, accordingly, the
receivable for the entire balance of $450,000 was included in subscriptions
receivable at December 31, 2003. A total of $100,000 was paid in February 2004.
We have a note receivable for $350,000 for the balance of the proceeds which
bears interest at 4% and is due on June 30, 2004.

Recent Accounting Pronouncements

      In December 2002, the Financial Accounting Standards Board (the "FASB")
issued SFAS 148 which amends SFAS 123 to provide alternative methods of
transition for entities that elect to switch to the fair value method of
accounting for stock options in fiscal years ending after December 15, 2002. We
have not made such an election. SFAS 148 also requires more prominent and
detailed disclosures in annual and interim financial statements for stock-based
compensation regardless of which method of accounting is selected. We have
included the additional disclosures required by SFAS 148 in Notes 1 and 8 of the
financial statements included in this annual report.

Item 7. Financial statements

      The consolidated financial statements required by this item are set forth
beginning on Page F-1 which immediately follows the signature page below.

Item 8. Changes in and disagreements with accountants on accounting and
        financial disclosure

      Previously reported on a Current Report on Form 8-K flied with the
Securities and Exchange Commission on August 8, 2003.

Item 8A. Controls and procedures

      Evaluation of Disclosure Controls and Procedures

      Our management, with the participation of our chief executive officer and
chief financial officer, has evaluated the effectiveness of our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange
Act")) as of the end of the period covered by this report. Based on that
evaluation, our chief executive officer and chief financial officer have
concluded that, as of the end of such period, our disclosure controls and
procedures are effective.


                                       19
<PAGE>

      Changes in Internal Controls

      There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during our fiscal fourth quarter ended December 31, 2003 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                    PART III

Item 9. Directors and executive officers

      Our executive officers and directors, and their respective ages as of
March 10, 2004, are as follows:

<TABLE>
<CAPTION>
           NAME                           AGE        POSITION                        DIRECTOR SINCE
           ----                           ---        --------                        --------------
<S>                                       <C>        <C>                                 <C>
           Michael P. Dubreuil            45         Chairman of the Board and           September 2003
                                                     Secretary
           King T. Moore                  60         President, Chief Executive          September 2003
                                                     Officer and Director
           John Day                       56         Vice President and Chief
                                                     Financial Officer
           T. Kendall Hunt(1)(2)          60         Director                            September 2003
</TABLE>

----------
(1)   Member of the Audit Committee

(2)   Member of the Compensation Committee

      Michael P. Dubreuil, has been our Chairman since September, 2003. Mr.
Dubreuil brings 20 years of strong general business team building, sales,
start-up, and acquisition experience to SecureD Services, Inc. Mr. Dubreuil
started SecureD Services, Inc in November 2002. Prior to that he founded
Dolfin.com, Inc in May 1998 and holds the positions of CEO and Chairman. Mr.
Dubreuil was involved with the startup of USWeb, a successful international Web
site development company that grew organically, and through many acquisitions to
over 2000 employees in North America, Europe and Asia, with sales approaching
$300MM. Prior to USWeb, Mr. Dubreuil served as President of Key witness, a
startup Internet Security Technology company providing secure identification
technology (digital certificates) for electronic commerce. In 1995, Mr. Dubreuil
was involved in the startup of iStar Internet, as Executive, Business
Development, which grew through acquisitions to become Canada's largest national
ISP. He developed iSTAR's Value Added Services strategies, including Hosting,
Web development, Intranets and E-Commerce and Security Services. In 1990, Mr.
Dubreuil co-founded BGI Systems Integration, a firm that specializes in
providing Technical Call Center services for Apple Canada, IBM Canada and
others. In 1988, he led the founding and development of Businessland Canada, a
wholly-owned subsidiary of Businessland U.S., into a $60 MM computer
integrations firm providing systems integration services, network consulting and
computer education services to the Financial Post 1000. While at Businessland he
led, in partnership with IBM Canada, the acquisition of GE Computer Services.
Mr. Dubreuil holds a B.S. in Mathematics from the University of Waterloo where
he focused on computer science, business and economics.

      King T. Moore, has been our President and Chief Executive Officer since
July, 2003. From November 2001 to September 2002 he was a private investor. From
June 1998 to November 2001 he was Chief Executive Officer of Mastech Quantum,
Inc. Previously, he led Quantum Information Resources ("Quantum") from a money
losing operation with a few employees to a $75 million (Canadian) company with
over 800 employees in Canada and the United States. In 1998, Quantum was
purchased by Mastech Systems Corp. and subsequently became known as "Mastech
Quantum, Inc." Mr. Moore has been actively


                                       20
<PAGE>

involved in the IT industry for over 35 years. He brings a strong Marketing,
Sales and Operations background to SecureD.

      John Day, has been our Vice President and Chief Financial Officer since
May 2003. Prior to that he held the position of Executive Vice President and
Chief Financial Officer at Hudson Williams Inc from October 1998 to May 2003.
His career has covered all aspects of Financial and Information Management on an
International scope. His background includes holding senior positions in both
large and small companies. Formally trained in Physics and Accountancy his
experience, encompasses Professional Services, Manufacturing, Construction,
Consumer Products, Pharmaceutical and E-Commerce Companies. He has held senior
management positions in both Fortune 500 and small entrepreneurial companies.
Positions held include Audit Director, Controller, Treasurer, Chief Financial
Officer and Chief Information Officer. His duties have always involved start up
or turnaround situations, which necessitated instigating great change in short
periods of time. He has also had several business articles published and has
been featured in the Wall Street Journal about change management. Mr. Day holds
a degree in Special Physics from London University and is a Fellow Member of the
Institute of Chartered Accountants, and member of Financial Executives
International, Inc. He has also attended Executive Training Courses at Instead,
Stanford, Cornell and Columbia.

      T. Kendall Hunt. Mr. Hunt has been Chairman and CEO of VASCO Data Security
International, Inc., a publicly traded company listed on the NASDAQ SC (Symbol:
vdsi), since November 2002. Mr. Hunt is the founder of VASCO, and served as its
President and CEO from May 1984 through June 1999. Mr. Hunt has extensive
experience in international business and the acquisition of multiple companies
in the US and in Europe. Primary professional experience is in Internet and
network security, software, computers, general financial management and audit
compliance, SEC reporting, and capital formation including debt and private
placements. Prior to founding VASCO, he was the President and CEO of Deltak,
Inc., an $85 million international technical services company that specialized
in the creation and distribution of information programs, training, and job
support and productivity software tools with 7,000 ship-to locations around the
world. Prior to Deltak, he was President of Itel Corporation's $220 million
Computer System Division that sold, leased and serviced IBM compatible computer
products worldwide. Prior to Itel, he had positions with Proprietary Systems
Corporation and IBM. Mr. Hunt is President of the Belgian Business Club of
Chicago. He is also affiliated with several high-tech early-stage companies,
providing business consulting services and serving as a member of the Board of
Directors. He holds an MBA from Pepperdine University, Malibu, California, 1979
and a BBA from the University of Miami, Florida, 1965.

      All directors hold office until the next annual meeting of stockholders
and until their successors are duly elected and qualified. Officers are elected
to serve, subject to the discretion of the Board of Directors, until their
successors are appointed.

Board Committees

      SecureD's Board of Directors has established compensation and audit
committees. The Compensation Committee reviews and recommends to the Board of
Directors the compensation and benefits of all the officers of SecureD, reviews
general policy matters relating to compensation and benefits of employees of
SecureD, and administers the issuance of stock options to SecureD's officers,
employees, directors and consultants. All compensation arrangements between
SecureD and its directors, officers and affiliates are reviewed by the
Compensation Committee, comprised of an independent director. The Audit
Committee meets with management and SecureD's independent auditors to determine
the adequacy of internal controls and other financial reporting matters.

Audit Committee Financial Expert

      The Board has determined that T. Kendall Hunt qualifies as our "audit
committee financial expert," as that term is defined in Item 401(e) of
Regulation S-B, and "independent" as that term is used in Item7 (d) (3)(iv) of
schedule 14A under the Securities Exchange Act of 1934.


                                       21
<PAGE>

Section 16(a) Beneficial Ownership Reporting Compliance

      Section 16(a) of the Securities Exchange Act of 1934 requires SecureD's
officers and directors, and persons who own more than ten percent (10%) of a
registered class of SecureD's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission ("SEC").
Officers, directors and greater than ten percent (10%) stockholders are required
by SEC regulations to furnish SecureD with copies of all Section 16(a) forms
they file.

      To the best of SecureD's knowledge, based solely on review of the copies
of such forms furnished to it, or written representations that no other forms
were required, SecureD believes that all Section 16(a) filing requirements
applicable to its officers, directors and greater than ten percent (10%)
shareholders were complied with during 2003 with the following exception: John
Day, our Chief Financial Officer, did not timely file his Initial Statement of
Beneficial Ownership of Securities on Form 3. With respect to any former
directors, officers, and ten percent (10%) shareholders of SecureD, SecureD does
not have any knowledge of any known failures to comply with the filing
requirements of Section 16(a).

Code of Ethics

      SecureD has adopted a code of ethics that applies to its principal
executive officer, principal financial officer and other persons performing
similar functions. This code of ethics is posted on the Company's web site at
www.secured-services.com.

Item 10. Executive compensation

Summary Compensation Table

      The following table provides information for 2003 regarding the
compensation awarded or paid to, or earned by, our CEO and each of our four most
highly compensated executive officers whose compensation exceeded $100,000. We
refer to these individuals elsewhere in this report as "Named Executive
Officers."

<TABLE>
<CAPTION>
                                              Annual Compensation                 Long Term
                                         ------------------------------     Compensation Awards
                                                                            Restricted   Securities
                                                                            Stock        Underlying
Officer Name         Position             Year       Salary($)              Award        Options
------------         --------             ----       ---------              -----        -------
<S>                  <C>                  <C>          <C>                  <C>          <C>
King T. Moore        President & CEO      2003          76,600
                     (1)

John Day             VP Finance & CFO     2003         106,600              60,000
                     (1)
</TABLE>

(1) Assumed position, in July 2003, upon consummation of the Agreement and Plan
of Merger (the "Merger Agreement") among the Company, SSGI Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Company, and SecureD
Services, Inc., a Delaware corporation ("SSI").

Equity Compensation Plan Information

      To attract and retain the personnel necessary for our success, we adopted
our 2003 Incentive Stock Option Plan (the "Plan") and reserved 1,000,000 shares
of stock for future grants under it. Under the Plan, administered by our board
of directors we may grant options covering up to 1,000,000 Common Shares to our
employees, directors and consultants. In addition, the Plan provides that the
maximum term for options granted under the Plan is 10 years and that the
exercise price for the options may not be less than the fair


                                       22
<PAGE>

market value of our Common Shares on the date of grant. Options granted to
stockholders owning more than 10% of our outstanding Common Shares must be
exercised within five years from the date of grant and the exercise price must
be at least 110% of the fair market value of the Common Shares on the date of
the grant. As of December 31, 2003, we issued options covering 323,393 Common
Shares under the Plan. These options have a weighted exercise price of $2.33.

      The following table summarizes as of December 31, 2003 the (i) options
granted under the Plan and (ii) all other securities subject to contracts,
options, warrants and rights or authorized for future issuance outside the Plan.
The shares covered by outstanding options or authorized for future issuance are
subject to adjustment for changes in capitalization stock splits, stock
dividends and similar events.

<TABLE>
<CAPTION>
                                                                                     Number of securities
                                                                                    remaining available for
                                                                                     future issuance under
                               Number of securities to       Weighted-average         equity compensation
                               be issued upon exercise      exercise price of          plans (excluding
                               of outstanding options,     outstanding options,     securities reflected in
                                 warrants and rights       warrants and rights            column (a))

                                         (a)                       (b)                        (c)
                              -------------------------------------------------------------------------------
<S>                                    <C>                        <C>                     <C>
Equity Compensation Plans
Approved by Shareholders               326,619                    $2.33                     673,381
Equity Compensation Plans
Not Approved by
Shareholders                           190,667                    $3.07                     414,000(1)
                              -------------------------------------------------------------------------------
           Total                       517,286                    $2.60                   1,087,381
</TABLE>

----------
(1)   Includes 72,000 Common Shares

The equity compensation plans not approved by shareholders referred to in the
table above include:

      In August 2003, we entered into an agreement for public relations
consulting services pursuant to which we issued a warrant to purchase 40,667
Common Shares exercisable at $1.50 per share. These warrants expire in July
2006. Additionally, we agreed to issue up to 400,000 Common Shares through the
contract expiration date of July 31, 2005.

      In July 2003, we entered into an agreement for capital management
consulting services. Under the agreement we issued warrants to purchase up to
150,000 Common Shares in 6 lots of 25,000 Common Shares with exercise prices
ranging from $1 to $6. These warrants expire in July 2006. We also agreed to
issue up to 96,000 Common Shares, 8,000 Common Shares per month until July 2004,
as compensation for their services.

Compensation of Directors

      We currently have no arrangements regarding compensation for services as a
director.

Limitation of Directors' Liability and Indemnification

      The Delaware General Corporation Law (the "DGCL") authorizes corporations
to limit or eliminate the personal liability of directors to corporations and
their shareholders for monetary damages for breach of directors' fiduciary duty
of care. SecureD's Certificate of Incorporation limits the liability of its
directors to SecureD or its stockholders to the fullest extent permitted by
Delaware law.

      SecureD's Certificate of Incorporation provides mandatory indemnification
rights to any officer or director of SecureD who, by reason of the fact that he
or she is an officer or director of SecureD, is


                                       23
<PAGE>

involved in a legal proceeding of any nature. Such indemnification rights
include reimbursement for expenses incurred by such officer or director in
advance of the final disposition of such proceeding in accordance with the
applicable provisions of the DGCL. Insofar as indemnification for liabilities
under the Securities Act of 1933 (the "Act") may be provided to officers and
directors or persons controlling SecureD, SecureD has been informed 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.

Item 11. Security ownership of certain beneficial owners and management and
         related stockholder matters.

      The following table sets forth certain information regarding the
beneficial ownership of our outstanding Common Shares as of March 25, 2004 by:
(i) each director; (ii) each Named Executive Officer (as defined under
"Executive Compensation - Compensation of Executive Officers" above); (iii) all
of our executive officers and directors as a group; and (iv) all those known by
us to be beneficial owners of more than five percent of our Common Shares:

<TABLE>
<CAPTION>
                                                                          Common Shares               Percentage
             Name of Beneficial Owner (1)                               Beneficially Owned           of Ownership
----------------------------------------------------------              ------------------           ------------
<S>                                                                       <C>                            <C>
King T. Moore                                                             1,866,667(2)                   20.0%
Michael P. Dubreuil                                                       1,300,000(3)                   13.9%
John Day                                                                     60,000                        *
T. Kendall Hunt                                                           1,300,000                      13.9%
Shawn Kreloff                                                             1,200,000(4)                   12.5%

All Directors and Officers (4 persons) as a group                         4,526,667                      48.6%
</TABLE>

----------
*less than 1%

      (1)   Unless otherwise indicated the address of each beneficial owner
            identified is: c/o SecureD Services, Inc. 1175 North Service Road
            West, Suite 214, Oakville, Ontario, Canada L6M 2W1.

      (2)   The shares are held in the name of King Moore Consultants Limited, a
            private company, of which King T. Moore is the sole shareholder.

      (3)   The shares are held by the Dubreuil Family Trust for the benefit of
            Mr. Dubreuil's minor children. The filing of this report shall not
            be construed as an admission that Mr. Dubreuil is the beneficial
            owner of any of the shares owned by the Dubreuil Family Trust for
            the purposes of Section 13 (d) or 13(g) of the Securities Exchange
            Act of 1934, as amended.

      (4)   Includes 300,000 shares underlying currently exercisable warrants.

      In addition, VASCO Data Security International, Inc. owns 2,000,000 shares
of our Preferred Stock, which has one vote per share, vote together with our
Common Stock as a single share and is convertible into an equivalent number of
shares of Common Stock. Mr. Hunt is the Chairman and Chief Executive Officer of
VASCO and may be deemed the beneficial owner of its shares including the shares
owned by VASCO, Mr. Hunt would be the beneficial owner of 29.2% of our
outstanding shares and all officers and directors the beneficial owners of 57.8%
of our outstanding shares.


                                       24
<PAGE>

Item 12. Certain relationships and related transactions.

      Mr. Michael P. Dubreuil holds the position of chairman and chief executive
officer of Dolfin.com Inc., SecureD Services, Inc has loaned Dolfin.com, Inc and
its sudsidiaries a total of $129,000 as at December 31, 2003. This loan is
secured by 500,000 shares of SecureD Services, Inc. common stock

      Mr. King T. Moore holds the position of principal in the company King
Moore Consultants which was paid an amount of $76,600 in 2003 for consulting
work relating to the management of SecureD Services, Inc

      Mr. T. Kendall Hunt holds the position of Chief Executive Officer of VASCO
Data Security International, Inc., a USA subsidiary of VASCO Data Services
International SA, VASCO Data Security International, Inc. holds 2,000,000
preferred shares of SecureD Services, Inc. which they obtained when they sold
the Identiprise product

      In connection with the July 2003 Merger described above under the
captioned section "Recent Developments - Item I. Description of Business" an
aggregate 6,466,667 shares of our common and voting preferred stock were issued
in exchange for a like number of SSI common and voting preferred stock
beneficially owned by Messrs. Dubreuil, Moore and Hunt.

Item 13. Exhibits and reports on form 8-K

(a) Exhibits

The following exhibits are filed herewith

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

       2.1      Agreement and Plan of Merger (1)

       3.1      Certificate of Amendment(1)

       3.2      Certificate of Merger(1)

       3.2      By-Laws of the Company(2)

       4.1      Form of Common Stock*

       4.2      Form of Series A Convertible Preferred Stock*

       4.3      Form of Common Stock Purchase Warrant from November 2003 private
                placement of Units to accredited investors the Investors
                (included in Exhibit 10.5)*

       10.1     Form of Securities Purchase Agreement from November 2003 private
                placement of Units to accredited investors*

       10.2     2003 Incentive Stock Option Plan*

       10.3     Form of Incentive Stock Option Agreement (included in Exhibit
                10.2)*

       10.4     Form of Non-Qualified Stock Option Agreement (included in
                Exhibit 10.2)*

       10.5     Form of Warrant Agreement from November 2003 private placement
                of Units to accredited investors*

       10.6     Lock-up/Leak-out Agreement Agreement from November 2003 private
                placement of Units to accredited investors *

       14.1     Code of Ethics*

       16.1     Letter from Grant Thornton LLP dated August 14, 2003 (3)

       20.1     Notification to SecureD Services, Inc. stockholders of
                appointment of 3 new directors to the Board of Directors (4)

       21.1     Subsidiaries*

       31.1     Chief Executive Officer Certification pursuant to section 302 of
                the Sarbanes-Oxley Act of 2002*

       31.2     Chief Financial Officer Certification pursuant to section 302 of
                the Sarbanes-Oxley Act of


                                       25
<PAGE>

                2002*

       32.1     Chief Executive Officer Certification pursuant to section 906 of
                the Sarbanes-Oxley Act of 2002*

       32.2     Chief Financial Officer Certification pursuant to section 906 of
                the Sarbanes-Oxley Act of 2002*

----------
*Included herewith

      (1)   Previously filed as an Exhibit 2.1, on August 4, 2003 in the
            Registrant's initial Current Report on Form 8-K and incorporated
            herein by reference.

      (2)   Previously filed as an Exhibit with the same number, on the
            Registrant's Quarterly Report for the period ended September 30,
            2004 and incorporated herein by reference.

      (3)   Previously filed as an Exhibit 16.1, on August 14, 2003 in the
            Registrant's initial Current Report on Form 8-K and incorporated
            herein by reference.

      (4)   Filed on September 4, 2003 by Schedule 14F Information Statement.

(b) Reports on Form 8-K.

      o     On October 1, 2003, SecureD filed a Current Report on Form 8-K/A in
            accordance with Item 2 of such report; and

      o     On October 9, 2003, SecureD filed a Current Report on Form 8-K/A in
            accordance with Item 2 of such report.

Item 14. Principal accountants fees and services

Audit Fees

      For the fiscal year ended 2003, our principal accounting firm, J.H. Cohn
LLP, billed aggregate fees of approximately $45,000 for the audit of our 2003
financial statements and the review of the financial statements included in our
quarterly reports.

      For the fiscal year ended 2002, our then principal accounting firm, Grant
Thornton LLP, billed aggregate fees of approximately by $45,000 for the audit of
our 2002 annual financial statements and review of the financial statements
included in our 2002 quarterly reports.

Audit-Related Fees

      For the fiscal year ended 2003, our principal accounting firm, J.H. Cohn
LLP, billed us aggregate fees of approximately $12,000 for the work related to
the review and preparation of the financial statements included on the Current
Reports on Form 8-K we filed in connection with the Merger. We did not incur any
such fees for the fiscal year ended 2002.

Tax Fees

      None.

All Other Fees

      None.

Audit Committee Pre-Approval Policies and Procedures

      The Audit Committee charter provides that the Audit Committee will
pre-approve audit services and non-audit services to be provided by our
independent auditors before the accountant is engaged to render these services
other than de minimus non-audit services for which the pre-approval requirements
are waived in accordance with the rules and regulations of the SEC. The Audit
Committee may consult with management in the decision-making process, but may
not delegate this authority to management. The Audit Committee may delegate its
authority to pre-


                                       26
<PAGE>

approve services to one or more committee members, provided that the designees
present the pre-approvals to the full committee at the next committee meeting.

                           [SIGNATURE PAGE TO FOLLOW]


                                       27
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                          SecureD Services, Inc.


                                          by: /s/ King T. Moore
                                          -------------------------------------
                                          King T. Moore
                                          President and Chief Executive Officer

Dated: March 30, 2004

      In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
March 30,2004.

            Signature                                  Title

/s/ King T. Moore                           Chief Executive Officer
-------------------------------             (Principal Executive Officer)
      King T. Moore

/s/ John Day                                Chief Financial Officer
-------------------------------             (Principal Accounting Officer)
      John Day

/s/ Michael P. Dubreuil                     Director
-------------------------------
      Michael P. Dubreuil

/s/ T. Kendall Hunt                         Director
-------------------------------
      T. Kendall Hunt


                                       28
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                          INDEX TO FINANCIAL STATEMENTS

                                                                         PAGE
                                                                         ----

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS                                 F-2

CONSOLIDATED BALANCE SHEET
     DECEMBER 31, 2003                                                   F-3

CONSOLIDATED STATEMENT OF OPERATIONS
     PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO
     DECEMBER 31, 2003                                                   F-4

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
     PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO
     DECEMBER 31, 2003                                                   F-5

CONSOLIDATED STATEMENT OF CASH FLOWS
     PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO
     DECEMBER 31, 2003                                                   F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                               F-7/21

                                      * * *



                                      F-1
<PAGE>

                    Report of Independent Public Accountants

To the Stockholders
SecureD Services, Inc. and Subsidiary

We have audited the accompanying consolidated balance sheet of SecureD Services,
Inc. and Subsidiary as of December 31, 2003, and the related consolidated
statements of operations, changes in stockholders' equity and cash flows for the
period from April 28, 2003 (date of inception) to December 31, 2003. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform an audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
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 SecureD Services,
Inc. and Subsidiary as of December 31, 2003, and their results of operations and
cash flows for the period from April 28, 2003 (date of inception) to December
31, 2003, in conformity with accounting principles generally accepted in the
United States of America.


                                                         /s/ J.H. Cohn LLP

Roseland, New Jersey
March 12, 2004


                                      F-2
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2003

                                     ASSETS

<TABLE>
<S>                                                                           <C>
Current assets:
     Cash and cash equivalents                                                $   203,677
     Accounts receivable, net of allowance for doubtful accounts of $32,400       435,881
     Loans receivable from related parties                                        471,166
     Due from stockholder                                                          15,200
     Prepaid expenses and other current assets                                     22,325
                                                                              -----------
              Total current assets                                              1,148,249

Computer equipment, net of accumulated depreciation of $13,103                     63,677
Goodwill                                                                        2,808,429
Other intangible assets, net of accumulated amortization of $120,000              600,000
                                                                              -----------

              Total                                                           $ 4,620,355
                                                                              ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of note payable                                          $   345,013
     Accounts payable                                                             343,681
     Accrued expenses                                                             181,344
     Deferred revenues                                                             38,372
                                                                              -----------
              Total current liabilities                                           908,410

Dividends payable in common stock                                                  34,425
Note payable, net of current portion                                              590,309
                                                                              -----------
              Total liabilities                                                 1,533,144
                                                                              -----------

Commitments

Stockholders' equity:
     Series A convertible preferred stock; par value $.0001 per
         share; 5,000,000 shares authorized; 2,000,000 shares
         issued and outstanding                                                       200
     Common stock; par value $.0001 per share; 50,000,000 shares
         authorized; 9,299,723 shares issued and outstanding                          930
     Additional paid-in capital                                                 4,682,571
     Subscriptions receivable for 1,000,000 shares                               (525,000)
     Accumulated deficit                                                       (1,075,945)
     Accumulated other comprehensive income                                         4,455
                                                                              -----------
              Total stockholders' equity                                        3,087,211
                                                                              -----------

              Total                                                           $ 4,620,355
                                                                              ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-3
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF OPERATIONS
                PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO
                                DECEMBER 31, 2003

Revenues - services                                                 $ 1,023,995

Cost of revenues                                                        334,480
                                                                    -----------

Gross profit                                                            689,515
                                                                    -----------

Operating expenses:
     Selling, general and administrative                              1,359,252
     Research and development                                           184,216
     Depreciation of computer equipment                                  13,103
     Amortization of intangible assets                                  120,000
                                                                    -----------
         Total                                                        1,676,571
                                                                    -----------

Loss from operations                                                   (987,056)

Interest expense, net of interest income of $2,158                       28,889
                                                                    -----------

Net loss                                                             (1,015,945)

Preferred stock dividend requirements                                   (60,000)
                                                                    -----------

Net loss applicable to common stock                                 $(1,075,945)
                                                                    ===========

Loss per common share - basic and diluted                           $      (.17)
                                                                    ===========

Weighted average common shares outstanding                            6,232,304
                                                                    ===========

See Notes to Consolidated Financial Statements.


                                      F-4
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
       PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<CAPTION>
                                     Series A
                                    Convertible                                                                 Other
                                  Preferred Stock     Common Stock    Additional                               Compre-
                                 -----------------  ----------------    Paid-in   Subscriptions  Accumulated   hensive
                                  Shares    Amount   Shares   Amount    Capital    Receivable      Deficit      Income     Total
                                 ---------  ------  --------  ------  ----------  -------------  -----------   -------  -----------
<S>                              <C>         <C>   <C>         <C>    <C>           <C>          <C>            <C>     <C>
Proceeds from the issuance of
    shares to founders                             3,900,000   $390   $      (90)                                       $       300

Shares issued in conjunction
   with acquisition of Vacman    2,000,000   $200                      1,999,800                                          2,000,000

Shares issued in conjunction
   with acquisition of Dolfin                        500,000     50      374,950                                            375,000

Effects of reverse acquisition                       508,934     51     (128,749)                                          (128,698)

Shares sold through private
   placements, net of expenses
   of $210,341                                     3,968,766    397    2,105,837    $(525,000)                            1,581,234

Shares issued in exchange for
   services                                          384,004     38      287,965                                            288,003

Dividends declared on
   preferred stock                                                                               $   (60,000)               (60,000)

Shares issued for partial
   payment of dividends on
   preferred stock                                    16,305      2       26,575                                             26,577

Shares issued for charitable
   contributions                                      21,714      2       16,283                                             16,285

Net loss                                                                                          (1,015,945)            (1,015,945)

Foreign currency translation
   adjustments                                                                                                  $4,455        4,455
                                 ---------   ----  ---------   ----   ----------    ---------    -----------    ------  -----------

Balance, December 31, 2003       2,000,000   $200  9,299,723   $930   $4,682,571    $(525,000)   $(1,075,945)   $4,455  $ 3,087,211
                                 =========   ====  =========   ====   ==========    =========    ===========    ======  ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-5
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
       PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO DECEMBER 31, 2003

<TABLE>
<S>                                                                                <C>
Operating activities:
     Net loss                                                                      $(1,015,945)
     Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation                                                                   13,103
         Amortization of intangible assets                                             120,000
         Provision for bad debts                                                        32,400
         Deferred revenues                                                             (55,417)
         Common stock issued for services and charitable contributions                 304,288
         Changes in operating assets and liabilities:
              Accounts receivable                                                     (277,735)
              Prepaid expenses and other current assets                                (22,258)
              Accounts payable                                                          74,210
              Accrued expenses                                                         152,624
                                                                                   -----------
                  Net cash used in operating activities                               (674,730)
                                                                                   -----------

Investing activities:
     Loans to related parties, net                                                    (471,112)
     Loans to stockholder                                                              (14,900)
     Purchases of computer equipment                                                    (6,273)
                                                                                   -----------
                  Net cash used in investing activities                               (492,285)
                                                                                   -----------

Financing activities:
     Repayments of notes payable                                                      (212,772)
     Proceeds from issuance of common stock to founders                                    300
     Proceeds from private placements                                                1,791,575
     Fees paid in connection with private placements                                  (210,341)
                                                                                   -----------
                  Net cash provided by financing activities                          1,368,762
                                                                                   -----------

Effect of foreign currency translation on cash                                           1,930
                                                                                   -----------

Net increase in cash and cash equivalents and cash balance, end of period          $   203,677
                                                                                   ===========

Supplemental disclosure of cash flow information:
     Interest paid                                                                 $    28,889
                                                                                   ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      F-6
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and business operations:

            On July 18, 2003, SecureD Services, Inc. ("SSI") completed a merger
            (the "Merger") with Southern Software Group, Inc. ("SSGI"), a
            publicly-held company with no operating business activities as of
            that date. SSI was a privately-held company that had been formed on
            April 28, 2003 to acquire two operating businesses. SSI had no
            operating business activities until it completed those acquisitions
            on, effectively, July 18, 2003 as described below and in Note 3. The
            Merger was effected pursuant to an Agreement and Plan of Merger (the
            "Merger Agreement") that was also executed on July 18, 2003 by and
            between SSGI, SSGI Acquisition Corp. ("Newco"), a newly-formed,
            wholly-owned subsidiary of SSGI, and SSI. Pursuant to the Merger
            Agreement, Newco merged with and into SSI; SSI became the surviving
            corporation; SSI changed its name to SSI Operating Corp.; SSGI
            became authorized to issue shares of Series A Convertible Preferred
            Stock; and SSGI changed its name to Secured Services, Inc.

            SSGI issued shares of common and voting preferred stock to the
            stockholders of SSI in order to complete the Merger. Prior to the
            completion of the Merger, SSGI had 508,934 outstanding shares of
            common stock. Following the closing of the Merger, the combined
            companies had 6,996,271 outstanding shares of common stock and
            2,000,000 outstanding shares of Series A Convertible Preferred
            Stock, each of which has voting rights equivalent to a share of
            common stock. The stockholders of SSI before the Merger owned
            approximately 94% and the stockholders of SSGI before the Merger
            owned approximately 6% of the voting securities of the combined
            companies following the closing of the Merger.

            As conditions for the completion of the Merger, SSI was required to
            have consummated the acquisition of the operating assets related to,
            and the business operations of, the VACMAN Enterprise product line
            ("Vacman") of Vasco Data Security International, Inc. ("Vasco"), the
            acquisition of certain assets related to, and the business
            operations of, Dolfin.com, Inc. ("Dolfin") and a private offering of
            its common stock from which it would have received gross proceeds of
            at least $1,000,000. Those acquisitions and the private placement
            were also completed on or about July 18, 2003 (see Notes 3 and 7).
            Vacman designs, develops, markets and supports security products and
            services that manage user access and single sign-on to web,
            client/server and legacy applications in one integrated system for
            corporate and government customers. Dolfin markets and supports
            security products and services that manage data security across
            integrated systems of corporate customers.

            Since the stockholders of SSI received a substantial majority of the
            voting securities of the merged companies and SSI had acquired the
            operating businesses, the Merger was accounted for, effective as of
            July 18, 2003, as a "reverse acquisition" in which SSI (the legal
            acquiree) was the accounting acquirer and SSGI (the legal acquirer)
            was the accounting acquiree. Since SSGI was inactive, the reverse
            acquisition was accounted for effectively, as a recapitalization of
            SSI as of July 18, 2003 with SSGI's assets and liabilities recorded
            at their historical carrying values which approximated their fair
            values.


                                      F-7
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and business operations (concluded):

            The acquisitions of the businesses of Vacman and Dolfin were also
            accounted for as purchases by SSI under accounting principles
            generally accepted in the United States of America and, accordingly,
            their assets and liabilities were recorded as of the acquisition
            date at their respective fair values. Under the purchase method of
            accounting, the results of operations of SSGI, Vacman and Dolfin
            were combined with the results of operations of SSI commencing on
            July 1, 2003, which was deemed to be the effective date for the
            completion of the acquisitions for accounting purposes. Accordingly,
            the results of operations prior to July 1, 2003 only reflect the
            results of SSI from its inception on April 28, 2003.

            As used herein, the "Company" refers to SSI prior to the Merger and
            the acquisitions of Vacman and Dolfin, and to SSI and its subsidiary
            thereafter.

Note 2 - Summary of significant accounting policies:

            Principles of consolidation:

                  The accompanying consolidated financial statements include the
                  accounts of SSI and its wholly-owned subsidiary. All
                  significant intercompany accounts and transactions have been
                  eliminated in consolidation.

            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 and disclosure of contingent assets and
                  liabilities at the date of the financial statements and the
                  reported amount of revenues and expenses during the reporting
                  period. Accordingly, actual results could differ from those
                  estimates.

            Cash equivalents:

                  The Company considers all highly liquid investments with a
                  maturity of three months or less when purchased to be cash
                  equivalents.

            Software development costs:

                  Pursuant to Statement of Financial Accounting Standards No.
                  86, "Accounting for the Costs of Computer Software to be Sold,
                  Leased or Otherwise Marketed," the Company is required to
                  charge the costs of creating a computer software product to
                  research and development expense as incurred until the
                  technological feasibility of the product has been established;
                  thereafter, all related software development and production
                  costs are required to be capitalized.


                                      F-8
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of significant accounting policies (continued):

            Software development costs (concluded):

                  Commencing upon the initial release of a product, capitalized
                  software develop-ment costs and any costs of related purchased
                  software are generally required to be amortized over the
                  estimated economic life of the product or based on current and
                  estimated future revenues. Thereafter, capitalized software
                  development costs and costs of purchased software are reported
                  at the lower of unamortized cost or estimated net realizable
                  value. Due to the inherent technological changes in the
                  software development industry, estimated net realizable values
                  or economic lives may decline and, accordingly, the
                  amortization period may have to be accelerated.

                  The Company did not capitalize any software development costs
                  during the period from April 28, 2003 to December 31, 2003

            Computer equipment:

                  Computer equipment is stated at cost. Depreciation is provided
                  using the straight-line method over the estimated useful life
                  of such equipment of three years.

            Goodwill:

                  Goodwill is comprised of the excess of the costs of acquired
                  businesses over the fair value of their net assets at the
                  dates of acquisition. Pursuant to the provisions of Statement
                  of Financial Accounting Standards No. 142, "Goodwill and Other
                  Intangible Assets" ("SFAS 142"). Under SFAS 142, goodwill and
                  other intangible assets with indefinite useful lives are
                  tested at least annually for impairment, but they are no
                  longer systematically amortized.

            Other intangible assets:

                  Costs of acquiring customer lists and technology are
                  capitalized. Amortization is provided using the straight-line
                  method over the estimated useful lives of such assets of three
                  years.

            Recognition of impairment:

                  Goodwill and other intangible assets with indefinite useful
                  lives are subject to reduction when their carrying amounts
                  exceed their estimated fair values based on impairment tests
                  that are required to be made annually or more frequently under
                  certain circumstances. Fair values are determined based on
                  models that incorporate estimates of future profitability and
                  cash flows.

                  Impairment losses on long-lived tangible and intangible assets
                  which do not have indefinite useful lives, such as computer
                  equipment, customer lists and technology, are recognized when
                  events indicate that the undiscounted cash flows estimated to
                  be generated by such assets are less than their carrying value
                  and all or a portion of such carrying value may not be
                  recoverable. Impairment losses are then measured by comparing
                  the fair value of assets to their carrying amounts.


                                      F-9
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of significant accounting policies (continued):

            Foreign currency translation:

                  The financial statements of the foreign division of the
                  Company have been translated into U.S. dollars in accordance
                  with Statement of Financial Accounting Standards No. 52,
                  "Foreign Currency Translation" ("SFAS 52"). Under SFAS 52, all
                  balance sheet accounts are translated at year-end rates of
                  exchange, except for equity accounts which are translated at
                  historical rates. Income and expense accounts are translated
                  at the average of the exchange rates in effect during the
                  period. The resulting translation adjustment is included as a
                  separate component of stockholders' equity and accumulated
                  other comprehensive income or loss. Realized foreign exchange
                  transaction gains and losses, which are not material, are
                  included in the results of operations.

            Revenue recognition:

                  The Company applies the provisions of AICPA Statement of
                  Position 97-2, "Software Revenue Recognition," as amended,
                  which specifies the following four criteria that must be met
                  prior to recognizing revenue: (1) there must be persuasive
                  evidence of the existence of an arrangement, (2) delivery must
                  be completed, (3) fees must be fixed or determinable and (4)
                  amounts due must be probable of collection. In addition,
                  revenue earned on software arrangements involving multiple
                  elements is allocated to each element based on the relative
                  fair value of the elements. When applicable, revenue allocated
                  to software products (including specified
                  upgrades/enhancements) is recognized upon delivery of the
                  products.

            Income taxes:

                  The Company accounts for income taxes pursuant to the asset
                  and liability method which requires deferred income tax assets
                  and liabilities to be computed annually for temporary
                  differences between the financial statement and tax bases of
                  assets and liabilities that will result in taxable or
                  deductible amounts in the future based on enacted tax laws and
                  rates applicable to the periods in which the differences are
                  expected to affect taxable income. Valuation allowances are
                  established when necessary to reduce deferred tax assets to
                  the amount expected to be realized. The income tax provision
                  or credit is the tax payable or refundable for the period plus
                  or minus the change during the period in deferred tax assets
                  and liabilities.

            Concentrations of credit risk:

                  Financial instruments which potentially subject the Company to
                  concentrations of credit risk consist primarily of cash and
                  cash equivalents and accounts receivable. The Company
                  maintains its deposits of cash and cash equivalents with
                  high-quality financial institutions. At times, the Company's
                  cash balances exceed the amount insured by the Federal Deposit
                  Insurance Corporation of $100,000. At December 31, 2003, the
                  Company had cash and cash equivalents on deposit with one bank
                  that exceeded the amount insured by approximately $90,000.


                                      F-10
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of significant accounting policies (continued):

            Concentrations of credit risk (concluded):

                  At December 31, 2003, the Company's trade accounts receivable
                  were concentrated with three major customers representing
                  approximately 99% of the total accounts receivable balance.
                  Revenues from these three customers accounted for
                  approximately 85% of total revenues for the period from April
                  28, 2003 (date of inception) to December 31, 2003.

                  The Company generally extends credit to its customers without
                  obtaining collateral. The Company reduces its exposure to
                  credit risk by closely monitoring the extension of credit to
                  its customers while maintaining appropriate allowances for
                  potential credit losses based on its history of past
                  write-offs (including periods prior to the acquisitions of
                  Vacman and Dolfin), current economic conditions and its
                  evaluation of the credit risk related to specific customers.
                  Accordingly, management does not believe that the Company was
                  exposed to significant credit risk at December 31, 2003.

            Earnings (loss) per common share:

                  The Company presents "basic" earnings (loss) per common share
                  and, if applicable, "diluted" earnings per common share
                  pursuant to the provisions of Statement of Financial
                  Accounting Standards No. 128, "Earnings per Share". Basic
                  earnings (loss) per common share is calculated by dividing net
                  income or loss applicable to common stock by the weighted
                  average number of common shares outstanding during each
                  period. The calculation of diluted earnings per common share
                  is similar to that of basic earnings per common share, except
                  that the weighted average number of common shares outstanding
                  is increased to include the number of additional common shares
                  that would have been outstanding if all potentially dilutive
                  common shares, such as those issuable upon the exercise of
                  stock options and warrants and the conversion of outstanding
                  convertible preferred stock, were issued during the period,
                  with appropriate adjustments for the application of the
                  treasury stock method with respect to options and warrants
                  assumed to have been exercised and the elimination of any
                  dividends on the preferred shares assumed to have been
                  converted from net income or loss.

                  Since the Company had a net loss for the period from April 28,
                  2003 to December 31, 2003, the assumed effects of the exercise
                  of options and warrants outstanding at December 31, 2003 for
                  the purchase of 1,515,095 shares of common stock and the
                  conversion of 2,000,000 shares of Series A convertible
                  preferred stock into an equivalent number of shares of common
                  stock would have been anti-dilutive.

            Advertising:

                  The Company expenses the cost of advertising and promotions as
                  incurred. Advertising costs charged to operations were
                  immaterial for the period from April 28, 2003 to December 31,
                  2003.

            Research and development costs:

                  The Company expenses research and development costs as
                  incurred.


                                      F-11
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of significant accounting policies (continued):

            Stock-based compensation:

                  Statement of Financial Accounting Standards No. 123,
                  "Accounting for Stock-Based Compensation" ("SFAS 123"),
                  provides for the use of a fair value based method of
                  accounting for employee stock compensation. However, SFAS 123
                  also allows an entity to continue to measure compensation cost
                  for stock options granted to employees using the intrinsic
                  value method of accounting prescribed by Accounting Principles
                  Board Opinion No. 25, "Accounting for Stock Issued to
                  Employees" ("APB 25"), which only requires charges to
                  compensation expense for the excess, if any, of the fair value
                  of the underlying stock at the date a stock option is granted
                  (or at an appropriate subsequent measurement date) over the
                  amount the employee must pay to acquire the stock, if such
                  amounts differ materially from the historical amounts. The
                  Company has elected to continue to account for employee stock
                  options using the intrinsic value method under APB 25. By
                  making that election, it is required by SFAS 123 and SFAS 148,
                  "Accounting for Stock-Based Compensation -- Transition and
                  Disclosure" ("SFAS 148"), to provide pro forma disclosures of
                  net loss and loss per common share as if a fair value based
                  method of accounting had been applied. Pro forma loss
                  applicable to common stock was approximately $1,086,000 and
                  basic pro forma loss per common share was $0.17 in the period
                  from April 28, 2003 to December 31, 2003 (see Note 8).

                  In accordance with the provisions of SFAS 123, all other
                  issuances of common stock, stock options or other equity
                  instruments to employees and nonemployees as consideration for
                  goods or services received by the Company are accounted for
                  based on the fair value of the equity instruments issued
                  (unless the fair value of the consideration received can be
                  more reliably measured). The fair value of any options or
                  similar equity instruments issued will be estimated based on
                  the Black-Scholes option-pricing model, which meets the
                  criteria set forth in SFAS 123, and the assumption that all of
                  the options or other equity instruments will ultimately vest.
                  Such fair value is measured as of an appropriate date pursuant
                  to the guidance in the consensus of the Emerging Issues Task
                  Force ("EITF") for EITF Issue No. 96-18 (generally, the
                  earlier of the date the other party becomes committed to
                  provide goods or services or the date performance by the other
                  party is complete) and capitalized or expensed as if the
                  Company had paid cash for the goods or services.

            Effects of recent accounting pronouncements:

                  In December 2002, the Financial Accounting Standards Board
                  (the "FASB") issued SFAS 148 which amends SFAS 123 to provide
                  alternative methods of transition for entities that elect to
                  switch to the fair value method of accounting for stock
                  options in fiscal years ending after December 15, 2002. The
                  Company has not made such an election. SFAS 148 also requires
                  more prominent and detailed disclosures in annual and interim
                  financial statements for stock-based compensation regardless
                  of which method of accounting is selected. The Company has
                  included the additional disclosures required by SFAS 148 above
                  and in Notes 1 and 8.


                                      F-12
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Summary of significant accounting policies (concluded):

            Effects of recent accounting pronouncements (concluded):

                  In April 2003, the FASB issued Statement of Financial
                  Accounting Standards No. 149, "Amendment of Statement 133 on
                  Derivative Instruments and Hedging Activities." The Company
                  does not hold any material derivative instruments and does not
                  conduct any significant hedging activities.

                  In May 2003, the FASB issued SFAS No. 150 "Accounting for
                  Certain Financial Instruments with Characteristics of both
                  Liabilities and Equity" ("SFAS 150") which requires an issuer
                  to classify financial instruments that are within its scope as
                  liabilities. Many of those instruments were classified as
                  equity under previous guidance. Most of the guidance in SFAS
                  150 was effective for all financial instruments entered into
                  or modified after May 31, 2003, and otherwise was effective at
                  the beginning of the first interim period beginning after June
                  15, 2003. The adoption of the provisions of SFAS 150 did not
                  have any impact on the Company's consolidated financial
                  statements.

                  In November 2002, the EITF reached a consensus on Issue No.
                  00-21, "Accounting for Revenue Arrangements with Multiple
                  Deliverables." This consensus provides guidance on when and
                  how to separate elements of an arrangement that may involve
                  the delivery or performance of multiple products, services and
                  rights to use assets into separate units of accounting. The
                  guidance in the consensus is effective for revenue
                  arrangements entered into in fiscal periods beginning after
                  June 15, 2003. The Company adopted the guidance in the
                  consensus in the quarter beginning July 1, 2003. The adoption
                  of the consensus did not have a material effect on the
                  Company's consolidated results of operations.

Note 3 - Business acquisitions:

            As explained in Note 1, SSI completed the acquisition of certain
            assets and the business of Vacman and the acquisition of Dolfin on,
            effectively, July 1, 2003. The acquisitions were accounted for as
            purchases. Accordingly, the accompanying consolidated statement of
            operations includes the results of operations of Vacman and Dolfin
            from the date of acquisition. The total cost for the purchase of
            Vacman was $3,073,094, which was comprised of (i) a note issued to
            Vasco in the principal amount of $1,073,094 payable in 36 monthly
            installments, including interest at 6%, and (ii) 2,000,000 shares of
            Series A convertible preferred stock issued to Vasco with an
            approximate fair value of $2,000,000, or $1.00 per share. The total
            cost for the purchase of Dolfin was $375,000, which was comprised of
            the fair value of 500,000 shares of common stock issued to the
            owners of Dolfin with an estimated fair value of $.75 per share.


                                      F-13
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Business acquisitions (continued):

            The total cost of the acquisitions of Vacman and Dolfin was
            $3,448,094 which was allocated to the identifiable assets acquired
            (including the identifiable intangible assets of Vacman comprised of
            customer lists and technology) and liabilities assumed of the
            acquired businesses based on their fair values with the excess of
            the cost over the fair value of the identifiable net assets
            allocated to goodwill as shown below:

<TABLE>
<CAPTION>
                                                 Vacman           Dolfin            Total
                                               -----------       ---------       -----------
<S>                                            <C>               <C>             <C>
            Allocation of purchase price:
                Accounts receivable            $   104,546       $  82,137       $   186,683
                Computer equipment                  65,698           4,745            70,443
                Goodwill                         2,287,396         521,033         2,808,429
                Customer lists                     540,000                           540,000
                Technology                         180,000                           180,000
                Accounts payable                                  (214,702)         (214,702)
                Accrued expenses                   (10,757)        (18,213)          (28,970)
                Deferred revenues                  (93,789)                          (93,789)
                                               -----------       ---------       -----------

                   Net assets acquired         $ 3,073,094       $ 375,000       $ 3,448,094
                                               ===========       =========       ===========
</TABLE>

            Vacman and Dolfin were acquired for noncash consideration comprised
            of notes payable and shares of preferred and common stock.
            Accordingly, the acquisitions were noncash transactions that are not
            reflected in the accompanying consolidated statement of cash flows.

            The summarized unaudited pro forma financial information for the
            period from April 28, 2003 to December 31, 2003 that follows assumes
            the acquisitions of Vacman and Dolfin, the Merger and the private
            placement of 1,333,333 shares of common stock from which SSI
            received gross proceeds of $1,000,000 as required by the Merger
            Agreement were all consummated on April 28, 2003:

                                                             Period from
                                                           April 28, 2003
                                                            to December
                                                              31, 2003
                                                           --------------
            Revenues                                        $ 2,048,000
            Cost of revenues                                    669,000
                                                            -----------
            Gross profit                                      1,379,000
            Operating expenses                                3,099,000
                                                            -----------
            Loss from operations                             (1,720,000)
            Interest expense, net                                58,000
                                                            -----------

            Net loss                                        $(1,778,000)
                                                            ===========

            Net loss applicable to common stock             $(1,860,000)
                                                            ===========

            Loss per common share - basic and diluted       $      (.26)
                                                            ===========

            Weighted average common shares outstanding        7,121,600
                                                            ===========


                                      F-14
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Business acquisitions (concluded):

            The unaudited pro forma results of operations for the period from
            April 28, 2003 to December 31, 2003 are not necessarily indicative
            of what the actual results of operations of the Company would have
            been had the acquisitions, the Merger and the private placement been
            consummated on April 28, 2003.

Note 4 - Other intangible assets:

            Other intangible assets consisted of the following as of December
            31, 2003:

<TABLE>
<CAPTION>
                                                     Estimated
                                                    Useful Lives              Amount
                                                    ------------              ------
<S>                                                    <C>                   <C>
               Customer lists                           3 years              $540,000
               Technology                               3 years               180,000
                                                                             --------
                                                                              720,000
               Less accumulated amortization                                  120,000
                                                                             --------

                   Total                                                     $600,000
                                                                             ========
</TABLE>

            The estimated amortization expense, based on the net carrying value
            of the intangible assets as of December 31, 2003, for each of the
            three subsequent years is as follows: $240,000 in 2004 and 2005 and
            $120,000 in 2006.

Note 5 - Note payable:

            As explained in Note 3, the Company issued a note to Vasco as part
            of the consideration for the purchase of Vacman in the original
            principal amount of $1,073,094 that was payable in 36 monthly
            installments, including interest at 6%, through July 2006. The note
            had a remaining principal balance of $935,322 at December 31, 2003
            which is payable in subsequent years as follows: $345,013 in 2004,
            $366,293 in 2005 and $224,016 in 2006.

Note 6 - Related party loans and advances:

            The Company had loans receivable of $471,166 as of December 31, 2003
            arising from aggregate cash advances made to companies in which one
            of the founders of the Company holds indirect ownership interests.
            During the period from April 28, 2003 to December 31, 2003, the
            Company made sales of $161,925 to, and as of December 31, 2003 it
            had accounts receivable of $154,480 from, one of the related
            companies. As of December 31, 2003, accounts payable included
            $129,623 owed to one of the related companies. The balances
            receivable from and payable to the related companies as of December
            31, 2003 are noninterest bearing and are expected to be repaid
            within one year in the ordinary course of business and, accordingly,
            they have been classified as current assets and liabilities in the
            accompanying consolidated balance sheet. The accounts payable owed
            to the related company are secured by 500,000 shares of the
            Company's common stock.


                                      F-15
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Stockholders' equity:

            Preferred stock:

                  As of December 31, 2003, the Company was authorized to issue
                  up to 5,000,000 shares of preferred stock with a par value of
                  $.0001 per share. Under the Company's Articles of
                  Incorporation, the Board of Directors, within certain
                  limitations and restrictions, can fix or alter preferred stock
                  dividend rights, dividend rates, conversion rights, voting
                  rights and terms of redemption, including redemption prices
                  and liquidation preferences.

                  During the period from April 28, 2003 to December 31, 2003,
                  the Company issued 2,000,000 shares of convertible preferred
                  stock as part of the consideration for the purchase of Vasco
                  (see Note 3). Each share can be converted to one share of
                  common stock and has voting rights similar to common stock.

                  In addition, each share of preferred stock earns a quarterly
                  dividend of 6% which is payable in shares of the Company's
                  common stock based on the average trading price of the
                  Company's common stock over a specified period. During the
                  period from April 28, 2003 to December 31, 2003, the Company
                  declared quarterly dividends aggregating $60,000, of which
                  $26,577 was satisfied based on the fair value of 16,305 shares
                  of common stock issued to the preferred stockholders. The
                  dividend declaration, and the issuance of the shares of common
                  stock in satisfaction thereof, were noncash transactions and,
                  accordingly, they are not reflected in the accompanying
                  consolidated statement of cash flows.

            Private placements of common stock:

                  As a condition of the consummation of the Merger (see Note 1),
                  the Company completed the sale of 1,333,333 shares of common
                  stock at $.75 per share in July 2003 and received gross
                  proceeds of $1,000,000 through a private placement intended to
                  be exempt from registration under the Securities Act of 1933.
                  In addition, the investors received warrants to purchase
                  333,333 shares of common stock that are exercisable at $1.50
                  per share through July 2006.

                  The Company incurred $145,716 of costs in connection with, and
                  issued 580,000 shares of common stock and warrants for the
                  purchase of common stock to consultants who assisted in, this
                  private placement. The warrants are for the purchase of
                  170,000 shares of common stock at prices ranging from $1.00 to
                  $6.00 per share that are exercisable through July 2006.

                  On December 23, 2003, the Company sold 1,155,433 shares of
                  common stock at $.75 per share through a private placement for
                  gross proceeds of $866,571. In addition, the investors
                  received warrants to purchase 385,143 shares of common stock
                  that are exercisable through December 2006 at $1.50 per share.
                  The Company incurred $64,625 of costs in connection with this
                  private placement. The Company received proceeds of $791,571
                  from the sale prior to December 31, 2003. The receivable for
                  the remaining balance of $75,000 was included in subscriptions
                  receivable at December 31, 2003 and paid in January 2004.


                                      F-16
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Stockholders' equity (concluded):

            Private placements of common stock (concluded):

                  On December 29, 2003, the Company sold 900,000 shares of
                  common stock at $.50 per share through a private placement for
                  gross proceeds of $450,000. In addition, the investors
                  received warrants to purchase 300,000 shares of common stock
                  that are exercisable through December 2006 at $1.50 per share.
                  The Company did not received any of the proceeds from the sale
                  prior to December 31, 2003 and, accordingly, the receivable
                  for the entire balance of $450,000 was included in
                  subscriptions receivable at December 31, 2003. A total of
                  $100,000 was paid in February 2004. The Company has a note
                  receivable for $350,000 for the balance of the proceeds which
                  bears interest at 4% and is due on June 30, 2004.

            Shares issued for services:

                  During the period from April 28, 2003 to December 31, 2003,
                  the Company issued 384,004 shares of common stock to key
                  employees for services and 21,714 shares of common stock to
                  charities and recognized compensation and contribution
                  expenses of $288,003 and $16,285, respectively, based on the
                  fair value of the shares issued. The issuances of these shares
                  were noncash transactions and, accordingly, they are not
                  reflected in the accompanying consolidated statement of cash
                  flows.

Note 8 - Stock options and warrants:

            In June 2003, the Company's Board of Directors adopted, subject to
            stockholder approval, a stock option plan (the "Plan") which
            provides for the issuance of incentive stock options and
            nonincentive stock options to employees of the Company for the
            purchase of up to 1,000,000 shares of common stock at a price not
            less than the fair market value of the shares on the date of grant,
            provided that the exercise price of any incentive stock option
            granted to an employee owning more than 10% of the outstanding
            common shares of the Company is not less than 110% of the fair
            market value of the shares on the date of grant. The term of each
            option and the manner of exercise are determined by the Board of
            Directors. Employees are fully vested in the options three years
            after the date of grant and the options are exercisable up to 10
            years after the date of the grant.

            SSGI had issued stock options that were outstanding as of July 18,
            2003, the date of the closing of the Merger, that became options for
            the purchase of an equivalent number of shares of the combined
            companies without any change in their exercise prices or expiration
            dates.


                                      F-17
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Stock options and warrants (continued):

            A summary of stock option activity during the period from April 28,
            2003 to December 31, 2003 related to options issued under the Plan
            and options assumed upon the consummation of the Merger follows:

                                                               Weighted-
                                                               Average
                                                               Exercise
                                                 Shares          Price
                                                --------       --------
            Assumed on July 18, 2003              54,393       $   5.35

            Granted                              273,000       $   1.75

            Forfeited                               (774)      $   5.81
                                                --------

            Outstanding, December 31, 2003       326,619       $   2.34
                                                ========

            Exercisable, December 31, 2003        53,619       $   5.35
                                                ========       ========

            The weighted average fair value of options granted during the period
            from April 28, 2003 at December 31, 2003 was $1.75 per share.

            The following table summarizes information about the options
            outstanding on December 31, 2003:

<TABLE>
<CAPTION>
                                                 Options Outstanding                                  Options Exercisable
                     -------------------------------------------------------------------------       ---------------------
                                                                   Weighted
                                                                   Average
                                                                   Years of        Weighted                      Weighted
                         Range of                                 Remaining         Average                      Average
                         Exercise                                Contractual        Exercise                     Exercise
                          Prices                 Shares              Life            Price           Shares       Price
                     -----------------          --------       ----------------   ------------       ------     ----------
<S>                                              <C>             <C>              <C>               <C>           <C>
                     $1.00 to $2.00              273,000         9.75             $1.75
                     $2.00 to $4.00               30,966         6.68              3.41             30,966        $3.41
                     $4.00 to $6.00               13,877         5.94              4.81             13,877         4.81
                     $10.00 to $12.00                714         4.54             10.94                714        10.94
                     $12.00 to $14.00              7,348         3.94             13.13              7,348        13.13
                     $14.00 to $15.00                714         6.63             14.22                714        14.22
                                                 -------                                            ------

                     $1.00 to $15.00             326,619                          $2.34             53,619        $5.35
                     ===============             =======                          =====             ======        =====
</TABLE>


                                      F-18
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Stock options and warrants (concluded):

            Since the Company has elected to continue to use the intrinsic value
            method of accounting prescribed by APB 25 in accounting for its
            stock options granted to employees and the exercise price of all of
            the options granted to employees has been equal to or greater than
            the fair market value at the date of grant, no earned or unearned
            compensation cost has been recognized in the accompanying
            consolidated financial statements for stock options granted to
            employees. The Company's historical net loss applicable to common
            stock and loss per common share and pro forma net loss applicable to
            common stock and loss per share assuming compensation cost had been
            determined based on the fair value of the options at the date of
            grant and amortized over the vesting period consistent with the
            provisions of SFAS 123 are set forth below:

<TABLE>
<S>                                                                      <C>
               Net loss applicable to common stock - as reported            $(1,075,945)
               Deduct total stock-based employee compensation
                   expense determined under a fair value based
                   method for all awards, net of related tax effects             10,500
                                                                            -----------

               Net loss applicable to common stock - pro forma              $(1,086,445)
                                                                            ===========

               Loss per common share:
                   Basic - as reported                                      $      (.17)
                                                                            ===========

                   Basic - pro forma                                        $      (.17)
                                                                            ===========
</TABLE>

            The fair value of each option granted was estimated on the date of
            grant using the Black-Scholes option-pricing model. The following
            weighted-average assumptions were used for determining the fair
            value of options granted during the period from April 28, 2003 to
            December 31, 2003:

                 Risk-free interest rates                             4%
                 Expected option lives                               10 years
                 Expected volatility                                 41%
                 Expected dividend yields                             0%

            During the period from April 28, 2003 to December 31, 2003, the
            Company issued warrants to purchase a total of 1,188,476 shares of
            common stock at a weighted average exercise price of $1.79 per share
            in conjunction with the private placements described in Note 7. All
            of these warrants remained outstanding as of December 31, 2003 and
            are exercisable through December 2006.


                                      F-19
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - Income taxes:

            As of December 31, 2003, the Company had potential future income tax
            benefits from net deferred tax assets which were attributable to the
            effects of net operating loss carryforwards and temporary
            differences as follows:

            Deferred tax assets:
                Net operating loss carryforwards:
                     United States                     $ 393,000
                     Canada                               25,000
                Amortization of intangible assets         38,000
                Bad debts                                 13,000
                                                       ---------
                         Total                           469,000
                                                       ---------

            Deferred tax liabilities:
                Depreciation                             (25,000)
                Goodwill                                 (37,000)
                         Total                           (62,000)
                                                       ---------

            Net deferred tax assets                      407,000
            Less valuation allowance                    (407,000)
                                                       ---------

                         Total                         $      --
                                                       =========

            The Company had pre-tax losses for Federal and Canadian income tax
            purposes for the period from its inception on April 28, 2003 to
            December 31, 2003 which generated Federal and Canadian net operating
            loss carryforwards as of December 31, 2003 of approximately $982,000
            and $63,000, respectively. The net operating loss carryforwards are
            available to reduce future Federal and Canadian taxable income
            through their expiration in 2023 and 2009, respectively.

            Due to the uncertainties related to the extent and timing of its
            future taxable income, the Company offset the potential income tax
            benefits from its net deferred tax assets by an equivalent valuation
            allowance of $407,000 as of December 31, 2003. As a result of the
            increase in the valuation allowance, there are no credits for income
            taxes reflected in the accompanying consolidated statement of
            operations to offset the Company's pre-tax loss.


                                      F-20
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10- Fair value of financial instruments:

            The Company's financial instruments at December 31, 2003 consisted
            of its cash and cash equivalents, trade accounts receivable and
            payable, note payable and receivables from and payables to related
            parties. In the opinion of management, these instruments were
            carried at their approximate fair values due to their liquidity and
            short-term maturities.

Note 11- Operating leases:

            As of December 31, 2003, the Company was leasing its office space in
            Toronto, Canada under an operating lease that expires in May 2004.
            The remaining aggregate rental payments as of December 31, 2003 were
            not material. Offices in other locations were being leased on a
            month-to-month basis. Rent expense amounted to approximately $32,000
            for the period from April 28, 2003 to December 31, 2003.

Note 12- Other comprehensive income:

            The Company's comprehensive loss for the period from April 28, 2003
            to December 31, 2003 was $1,011,490 which was comprised of its net
            loss of $1,015,945 and its other comprehensive income of $4,455
            which was attributable to foreign currency translation adjustments.

Note 13- Segment and related information:

            The Company's operations consist principally of marketing and
            supporting security products across integrated systems and,
            accordingly, it operates in one industry segment. The Company
            derived revenues of approximately $404,000 through the provision of
            services in Canada during the period from April 28, 2003 to December
            31, 2003. However, it had no material Canadian assets as of December
            31, 2003.


                                      F-21