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

                                    FORM 10-Q

(Mark one)

[X]   QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008
                                       or

[ ]   TRANSITION REPORT  PURSUANT  TO  SECTION  13 OR  15(d)  OF THE  SECURITIES
      EXCHANGE ACT OF 1934
      For the transition period from _____________ to ___________



                         Commission File Number: 0-25658

                       SECURED DIGITAL APPLICATIONS, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                               84-1357927
      (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)


                 230 PARK AVENUE, 10TH FLOOR, NEW YORK, NY 10169
               (Address of principal executive offices) (Zip Code)

                                 (212) 551 1747
              (Registrant's telephone number, including area code)


Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                 [X] Yes    [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

     Large accelerated filer [ ]                   Accelerated filer         [ ]
     Non-accelerated filer   [ ] (Do not check     Smaller reporting company [X]
                                 if a smaller
                                 reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                 [ ] Yes    [X] No

The number of shares  outstanding of the registrant's  common stock as of August
14, 2008: 142,726,314 shares of common stock, par value $0.00001 per share.


                                       1
<PAGE>

FORM 10-Q
2ND QUARTER


                                      INDEX

                                                                           Page
PART I  - FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS

         Condensed consolidated balance sheets at June 30, 2008
         (Unaudited) and December 31, 2007 (Audited)                       4 - 5

         Condensed  consolidated  statements of income and
         comprehensive  income for the three and six months ended
         June 30, 2008 and 2007 (Unaudited)                                6 - 7

         Condensed  consolidated  statements  of cash  flows for
         the six  months periods ended June 30, 2008 and
         2007 (Unaudited)                                                      8

         Notes to condensed consolidated financial
         statements (Unaudited)                                           9 - 12

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS                             13 - 17

         ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
         ABOUT MARKET RISK                                                    18

         ITEM 4(T). CONTROLS AND PROCEDURES                                   18

PART II - OTHER INFORMATION

         ITEM 1. LEGAL PROCEEDINGS                                            19

         ITEM 1A.  RISK FACTORS                                               19

         ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
         USE OF PROCEEDS                                                      19

         ITEM 3. DEFAULTS UPON SENIOR SECURITIES                              19

         ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS          19

         ITEM 5. OTHER INFORMATION                                            19

         ITEM 6. EXHIBITS                                                     19

         SIGNATURES                                                           20


                                       2
<PAGE>

SAFE HARBOR STATEMENT
---------------------

This  quarterly  report on Form 10-Q and the  documents  incorporated  herein by
reference, contain or may contain forward-looking statements, within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Information is provided that is based upon beliefs of, and
information   currently   available  to,  the  management  of  Secured   Digital
Applications, Inc. (the "Company"), as well as estimates and assumptions made by
the Company's management.  The Company is including this cautionary statement in
this Form  10-Q to make  applicable  and to take  advantage  of the safe  harbor
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995 for any
forward-looking  statements made by or on behalf of us.  Statements that are not
statements of historical  fact may be deemed to be  forward-looking  statements.
Forward-looking  statements  can be  identified  by the  use of  forward-looking
terminology  such as "believes,"  "may," "should,"  "anticipates,"  "estimates,"
"expects,"  "future,"  "intends,"  "hopes," "plans,"  "projects" or the negative
thereof.  Such  forward-looking  statements  involve  known and  unknown  risks,
uncertainties  and other factors that could cause actual  results of the Company
to vary materially from historical  results or from any future results expressed
or implied in such forward-looking statements. For a discussion identifying risk
factors and other  important  factors that could cause actual  results to differ
materially from those anticipated,  see the Company's Annual Report on Form 10-K
for the year ended December 31, 2007, as amended.

These factors include, among others, the following: the inability of the Company
to successfully  implement its business plans,  the cancellation or postponement
of contracts that the Company has entered into in connection  with its business,
the  inability  to  obtain  services  provided  by other  companies  or  service
providers,  the inability of the Company to raise capital on a timely basis, the
inability of the Company to meet certain covenants  contained in trade financing
agreements, existing and future government regulations,  changes and fluctuation
in foreign currency  exchange rates, the failure to retain qualified  personnel,
competitive  pressures and  potentially  adverse tax and cash flow  consequences
resulting  from  operations  in  multiple  countries  with  different  laws  and
regulations,  and the general  economic  and  business  conditions  in Malaysia,
China,  the  United  States  and the other  countries  in which we do  business,
primarily in Asia.  The Company does not undertake to update,  revise or correct
any forward-looking statements.


                                       3
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                       SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                              CONDENSED CONSOLIDATED BALANCE SHEETS
                               JUNE 30, 2008 AND DECEMBER 31, 2007

                                                                                       June 30,        December 31,
                                                                                         2008              2007
                                                                                   ---------------- -------------------
                                                                                      (Unaudited)
                                       ASSETS
    <S>                                                                                   <C>                <C>
Current assets:
     Cash                                                                           $       26,123   $       40,385
     Trade and other accounts receivable                                                11,050,766        8,902,465
       less allowance for doubtful accounts of $28,178 and $27,699, respectively
     Prepaid expenses                                                                       20,106           18,539
                                                                                   ---------------- -------------------
                  Total current assets                                                  11,096,995        8,961,389
Property and equipment, net                                                              3,331,608        3,718,150
Trademark                                                                                   15,343               --
Goodwill                                                                                   471,260          471,260
                                                                                   ---------------- -------------------
                                                                                    $   14,915,206   $   13,150,799
                                                                                   ================ ===================

                        LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Current portion of capital lease obligations                                   $       36,250   $       35,634
     Accounts payable                                                                      546,022          531,133
     Accrued expenses                                                                      146,901          209,877
     Amount due to an affiliated company                                                    66,017           23,668
     Amount due to a director                                                                8,786           88,632
     Income tax payable                                                                    190,321           47,151
                                                                                   ---------------- -------------------
                  Total current liabilities                                                994,297          936,095
Deferred tax                                                                               644,716          461,525
                                                                                   ---------------- -------------------
                  Total liabilities                                                      1,639,013        1,397,620
                                                                                   ---------------- -------------------


                                            (continued)


</TABLE>


                                       4
<PAGE>

<TABLE>
<CAPTION>

               SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
                       JUNE 30, 2008 AND DECEMBER 31, 2007

                                                                                 June 30,        December 31,
                                                                                   2008              2007
                                                                             ---------------- -------------------
                                                                                (Unaudited)
     <S>                                                                             <C>               <C>
Minority interest                                                                    443,801          218,016
                                                                             ---------------- -------------------
Commitments

Stockholders' equity:
     Series B convertible preferred stock, $0.10 par value;                           10,000           10,000
       1,000,000 shares authorized; 100,000 shares issued and outstanding,
       liquidation preference $2,500,000
     Common stock, $0.00001 par value:                                                 1,434            1,375
       350,000,000 shares authorized; 145,352,094 shares issued and
       142,476,314 shares outstanding in 2008 and 143,172,594 shares
       issued and 137,796,814 shares outstanding in 2007
Additional paid-in capital                                                         8,104,213        7,665,244
Options                                                                               26,136           73,561
Warrants                                                                             975,337          953,643
Common treasury stock - at cost, 2,875,780 shares in 2008 and 5,375,780
       shares in 2007                                                                     --               --
Deferred compensation                                                               (239,250)              --
Retained earnings                                                                  3,417,694        2,280,005
Accumulated other comprehensive income                                               536,828          551,335
                                                                             ---------------- -------------------
                  Total stockholders' equity                                      12,832,392       11,535,163
                                                                             ---------------- -------------------
                  Total liabilities and stockholders' equity                  $   14,915,206   $   13,150,799
                                                                             ================ ===================

</TABLE>


                    See notes to condensed consolidated financial statements


                                       5
<PAGE>

<TABLE>
<CAPTION>

               SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                                   (Unaudited)


                                               Three months ended June 30,   Six months ended June 30,
                                                    2008          2007          2008          2007
                                                 ----------    ----------    ----------    ----------
<S>                                                 <C>            <C>           <C>           <C>
Revenues :

Services :
  Related Parties                               $   768,443   $   558,228   $ 1,613,253   $   860,110
  Others                                         13,941,319    10,451,982    27,605,870    20,520,902
                                                 ----------    ----------    ----------    ----------
                                                 14,709,762    11,010,210    29,219,123    21,381,012
                                                 ----------    ----------    ----------    ----------
Cost of revenues :

Services :
  Related Parties                                   230,534       167,469       483,977       258,033
  Others (includes a related party of
  $5,996,339, $4,383,252, $12,001,675 and
  $8,475,822, respectively.)                     13,277,296     9,952,718    26,290,757    19,542,329
                                                 ----------    ----------    ----------    ----------
                                                 13,507,830    10,120,187    26,774,734    19,800,362
                                                 ----------    ----------    ----------    ----------
Gross profit                                      1,201,932       890,023     2,444,389     1,580,650
                                                 ----------    ----------    ----------    ----------
Operating expenses:
  Sales and marketing                                11,079         3,240        26,748         7,124
  General and administrative:
    Related parties                                  37,465        36,973        74,892        73,808
    Others                                          524,914       386,419     1,006,098       785,737
                                                 ----------    ----------    ----------    ----------
Total operating expenses                            573,458       426,632     1,107,738       866,669
                                                 ----------    ----------    ----------    ----------
Income from operations                              628,474       463,391     1,336,651       713,981
                                                 ----------    ----------    ----------    ----------
Other income (expense):
  Gain (loss) on foreign currency transactions      (10,910)       (1,134)      164,463       109,818
  Purchase preacquisition income                    (13,928)           --       (13,928)           --
  Previously deferred gain on sale of
   technology,related parties                            --        30,459            --        55,749
  Other income                                        3,378         2,615         3,378         5,178
                                                 ----------    ----------    ----------    ----------
                                                    (21,460)       31,940       153,913       170,745
                                                 ----------    ----------    ----------    ----------

Income before provision for income taxes and
 minority interest                                  607,014       495,331     1,490,564       884,726

Provision for income taxes                         (146,203)     (153,388)     (321,246)     (216,897)
                                                 ----------    ----------    ----------    ----------
Income before minority interest                     460,811       341,943     1,169,318       667,829

Minority interest                                   (22,579)       (7,571)      (31,630)      (13,692)
                                                 ----------    ----------    ----------    ----------
Income from continuing operations                   438,232       334,372     1,137,688       654,137
                                                 ----------    ----------    ----------    ----------
Discontinued operations:
  Loss from discontinued operation - net of
   minority interest and income taxes                    --        (8,583)           --       (17,248)
  Gain on disposal of discontinued
   subsidiaries                                          --        22,984            --        22,984
                                                 ----------    ----------    ----------    ----------
Income from discontinued operations                      --        14,401            --         5,736
                                                 ----------    ----------    ----------    ----------
Net income                                      $   438,232   $   348,773   $ 1,137,688   $   659,873
                                                 ==========    ==========    ==========    ==========
</TABLE>


                                       6
<PAGE>

<TABLE>
<CAPTION>

               SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                            AND COMPREHENSIVE INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                                   (Unaudited)

                                                Three months ended June 30,   Six months ended June 30,
                                                   2008           2007           2008           2007
                                                -----------    -----------    -----------    -----------
   <S>                                              <C>           <C>             <C>            <C>
Net income                                     $    438,232   $    348,773   $  1,137,688   $    659,873

Other comprehensive income:
  Foreign currency translation adjustments          (24,508)          (565)       (14,507)        57,786
                                                -----------    -----------    -----------    -----------
Comprehensive income                           $    413,724   $    348,208   $  1,123,181   $    717,659
                                                ===========    ===========    ===========    ===========

Net income per common share:
  Basic **                                    $       *       $      *       $       0.01    $     *
                                                ===========    ===========    ===========    ===========
  Diluted **                                  $       *       $      *       $       0.01    $     *
                                                ===========    ===========    ===========    ===========
Weighted average shares outstanding:
  Basic                                         141,902,138    130,807,803    140,154,951    130,026,288
                                                ===========    ===========    ===========    ===========
  Diluted                                       165,351,336    154,817,144    163,206,980    154,923,321
                                                ===========    ===========    ===========    ===========

* Less than $0.01 per share.

**Net income per common share for discontinued operations is less than $0.01 per
share and not presented separately.

</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>

               SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2008 AND 2007
                                   (Unaudited)

                                                                 Six months ended June 30,
                                                                  2008              2007
                                                                ---------         ---------
      <S>                                                         <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Change in operating assets and liabilities of continuing
   operations                                                  $   48,665        $   43,319
  Change in operating assets and liabilities of discontinued
   operations                                                          --              (184)
                                                                ---------         ---------
    Net cash provided by operating activities                      48,665            43,135
                                                                ---------         ---------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                               (9,165)           (6,274)
Purchase of trademark                                             (15,343)               --
                                                                ---------         ---------
    Net cash used in investing activities                         (24,508)           (6,274)
                                                                ---------         ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuances of shares of common stock               109,000                --
  Proceeds from advances from affiliated company                   41,981            70,098
  Proceeds from advances from a director                               --             4,567
  Repayments of loans from a director                             (81,175)               --
                                                                ---------         ---------
    Net cash provided by financing activities                      69,806            74,665
                                                                ---------         ---------
FOREIGN CURRENCY TRANSLATION ADJUSTMENT
  - continuing activities                                        (108,225)         (103,240)
  - discontinued activities                                            --               661
                                                                ---------         ---------
Net (decrease) increase in cash                                   (14,262)            8,947

Cash, beginning of period                                          40,385             7,644
                                                                ---------         ---------
Cash, end of period                                            $   26,123        $   16,591
                                                                =========         =========
</TABLE>

            See notes to condensed consolidated financial statements




                                       8
<PAGE>

                       SECURED DIGITAL APPLICATIONS, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2008
                                   (UNAUDITED)


NOTE 1:   BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements of Secured Digital
Applications,  Inc.  (the  "Company")  have been  prepared  in  accordance  with
generally accepted accounting  principles for interim financial  information and
with Item 10-1 of Regulation  S-X.  Accordingly,  they do not include all of the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included. Operating results for the six months ended June
30, 2008, are not necessarily indicative of the results that may be expected for
the year ending  December  31,  2008.  These  unaudited  consolidated  financial
statements should be read in conjunction with the audited consolidated financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended  December  31,  2007,  as filed  with the United  States
Securities and Exchange Commission (the "SEC").

NOTE 2:  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2007,  the FASB issued SFAS No. 160,  Non-controlling  Interests in
Consolidated  Financial  Statements - an  amendment of ARB No. 51 ("SFAS  160").
SFAS 160 requires  companies  with  non-controlling  interests to disclose  such
interests  clearly as a portion of equity but separate from the parent's equity.
The  non-controlling  interest's  portion  of net  income  must also be  clearly
presented  on  the  income  statement.  SFAS  160  is  effective  for  financial
statements  issued for fiscals years  beginning after December 15, 2008 and will
be adopted by the Company in the first quarter of fiscal year 2009.  The Company
does not expect that the adoption of SFAS 160 will have a material impact on our
financial condition or results of operation.

In  December  2007,  the FASB  issued  SFAS No.  141(R),  Business  Combinations
(revised 2007) ("SFAS  141(R)").  SFAS 141(R) applies the acquisition  method of
accounting for business combinations established in SFAS 141 to all acquisitions
where  the  acquirer  gains  a  controlling  interest,   regardless  of  whether
consideration was exchanged.  Consistent with SFAS 141, SFAS 141(R) requires the
acquirer to fair value the assets and  liabilities  of the  acquiree  and record
goodwill on bargain  purchases,  with main  difference  the  application  to all
acquisitions  where control is achieved.  SFAS 141(R) is effective for financial
statements issued for fiscal years beginning after December 15, 2008 and will be
adopted by the  Company in the first  quarter of fiscal  year 2009.  The Company
does not expect that the adoption of SFAS 141(R) will have a material  impact on
our financial condition or results of operation.

In March  2008,  the FASB  issued SFAS No.  161,  Disclosures  about  Derivative
Instruments  and Hedging  Activities,  - an amendment of FASB  Statement No. 133
("FAS 161"). FAS 161 requires enhanced  disclosures about an entity's derivative
and hedging  activities  and thereby  improves  the  transparency  of  financial
reporting.  The  objective  of the  guidance  is to provide  users of  financial
statements  with  an  enhanced  understanding  of how  and  why an  entity  uses
derivative instruments;  how derivative instruments and related hedged items are
accounted for; and how derivative instruments and related hedged items affect an
entity's financial position,  financial performance,  and cash flows. FAS 161 is
effective  for fiscal years  beginning  after  November 15, 2008.  Management is
currently evaluating the impact FAS 161 will have on the Company's  consolidated
financial  statements,  but it  currently  does  not  expect  the  effect  to be
material.

In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally  Accepted
Accounting  Principles  ("SFAS No. 162"). SFAS No. 162 identifies the sources of
accounting  principles and provides  entities with a framework for selecting the
principles used in the preparation of financial statements that are presented in
conformity with GAAP. The FASB believes the GAAP hierarchy should be directed to
entities  because it is the entity (not its auditors)  that is  responsible  for
selecting  accounting  principles for financial statements that are presented in
conformity  with GAAP.  The  adoption of SFAS No. 162 is not  expected to have a
material impact on the Company's financial statements.


                                       9
<PAGE>


NOTE 3: NET INCOME PER COMMON SHARE

The Company  computes  earnings per share in accordance  with the  provisions of
SFAS No. 128, Earnings per Share ("SFAS 128"). Under the provisions of SFAS 128,
basic net income per share is computed by  dividing  net income by the  weighted
average number of common shares outstanding during the period presented. Diluted
net income per share  reflects  the  potential  dilution  that could  occur from
common stock issuable through stock based compensation  including stock options,
restricted  stock  awards,  warrants  and  other  convertible  securities.   The
calculation of basic and diluted earnings per share is as follows (in thousands,
except per-share amounts):
<TABLE>
<CAPTION>

                                                   Three Months Ended          Six Months Ended
(Unaudited)                                       June 30,     June 30,      June 30,     June 30,
                                                    2008         2007          2008         2007
                                                   -------      -------      ---------     -------
  <S>                                                 <C>         <C>            <C>         <C>
Net income                                        $    438     $    349     $    1,138    $    660
                                                   =======      =======      =========     =======
Weighted average shares outstanding - basic        141,902      130,808        140,155     130,026
                                                   =======      =======      =========     =======
Net income per share - basic                      $   *        $   *        $     0.01    $   *
                                                   =======      =======      =========     =======
Weighted average shares outstanding - basic        141,902      130,808        140,155     130,026
Common stock issuable to consultant                  1,247        4,009            667       4,622
Convertible preferred stock                         20,000       20,000         20,000      20,000
Dilutive stock options and warrants                  2,202           --          2,385         275
                                                   -------      ------- --------------     -------
Weighted average shares outstanding - diluted      165,351      154,817        163,207     154,923
                                                   =======      =======      =========     =======
Net income per share - diluted                    $   *        $   *        $     0.01    $   *
                                                   =======      =======      =========     =======

*  Less than $.01 per share
** Net income per common share for discontinued operations is less than $.01 per
share and not presented separately.
</TABLE>

There are options to purchase  460,000  shares of the Company's  common stock at
each of the three and six months  ended June 30,  2008 and  options to  purchase
3,080,000  shares  of the  Company's  common  stock at each of the three and six
months ended June 30, 2007 that were excluded from the  calculation  of earnings
per share as their  issuance  prices were in excess of the average  market price
for the period. For the three months ended June 30, 2008 and 2007, 4,600,000 and
10,900,000  warrants were excluded in the  calculation  of earnings per share as
their issuance prices were in excess of the average market price for the period.
For each of the six months ended June 30, 2008 and 2007, 4,600,000 warrants were
excluded in the  calculation of earnings per share as their issuance prices were
in excess of the average market price for the period.



                                       10
<PAGE>


NOTE 4: DISPOSAL OF SUBSIDIARIES

On June 27, 2007,  the Company  sold its  wholly-owned  subsidiary,  DigitalApps
Technologies Sdn Bhd ("DAT"),  which included DAT's 55%-owned subsidiary,  Ispec
Sdn Bhd ("ISS"),  to a third party and recognized a gain on disposal of $22,984.
Both  DAT and ISS  were  operating  at a loss  and did not  meet  the  Company's
criteria for return on investment.

Results of discontinued operations are as follows for the periods indicated:
<TABLE>
<CAPTION>

                                           Three Months Ended             Six Months Ended
                                        June 30,       June 30,       June 30,       June 30,
                                          2008           2007           2008            2007
                                     -------------- -------------- -------------- ---------------
<S>                                         <C>            <C>            <C>             <C>
Revenue                              $         --   $         --   $         --   $          --
Cost of revenues                               --             --             --              --
                                     -------------- -------------- -------------- ---------------
Gross profit                                   --             --             --              --
Operating expenses                             --          8,583             --          17,248
                                     -------------- -------------- -------------- ---------------
Loss from operations                           --         (8,583)            --         (17,248)
Other income                                   --             --             --              --
                                     -------------- -------------- -------------- ---------------
Loss before tax                                --         (8,583)            --         (17,248)
Income tax                                     --             --             --              --
                                     -------------- -------------- -------------- ---------------
Loss from discontinued operations    $         --   $     (8,583)  $         --   $     (17,248)
                                     ============== ============== ============== ===============
</TABLE>

NOTE 5: RELATED PARTY TRANSACTIONS


LSH ASSET HOLDINGS SDN BHD ("LSH"):

LSH, a company owned by Patrick Lim, the Company's Chief Executive Officer,  and
his wife,  billed the Company  management fees totaling  $30,000 for each of the
three months ended June 30, 2008 and 2007 and $60,000 for each of the six months
ended June 30, 2008 and 2007. LSH also billed the Company's  Malaysian principal
operating  subsidiary,  DigitalApps Sdn Bhd ("DASB"),  $7,465 and $6,973 for the
three  months  ended June 30,  2008 and 2007 and $14,892 and $13,808 for the six
months ended June 30, 2008 and 2007, for  administrative  and clerical  charges.
LSH also made short term  advances to the Company  from time to time for working
capital purposes.  At June 30, 2008 and December 31, 2007, the amount due to LSH
was $66,017  and  $23,668,  respectively.  This  amount is  unsecured,  bears no
interest,  has no fixed terms of  repayment,  and is  recorded in the  financial
statements as "Amount due to an affiliated company."

CHIEF EXECUTIVE OFFICER

As of June 30, 2008 and  December  31,  2007,  the Company owed Patrick Lim, the
Company's  Chief  Executive  Officer,  $8,786  and  $88,632,  respectively,  for
short-term  cash  advances  made to the  Company  from time to time for  working
capital purposes.  The amount owing to the Chief Executive Officer is unsecured,
bears no  interest,  has no fixed  terms of  repayment  and is  recorded  in the
financial statements as "Amount due to a director."

 MY ARCHITECT ("MYA")

Mustaffar bin Yacob, a minority  shareholder  of one of the Company's  Malaysian
subsidiary, Perwimas Telecommunications Sdn Bhd ("PTSB"), is a principal partner
of MYA. The Company received  payment from consulting  contracts that it entered
into with MYA amounting  $768,443 and  $1,613,253,  for the three and six months
ended June 30, 2008 and $558,228 and $860,110 for the three and six months ended
June 30, 2007. The terms of repayment for the amount due from MYA are similar to
terms accorded to the Company's other existing  customers.  At June 30, 2008 and
December 31, 2007, there was no balance owed to the Company by MYA.

ULTIMATE SERIES SDN BHD ("USSB")

USSB is  wholly-owned  by Mustaffar  bin Yacob.  During the three and six months
ended  June  30,  2008  and  2007,  the  Company  incurred  fees of  $5,996,339,
$12,001,675,  $4,383,252 and $8,475,822,  respectively,  for sub-contractor work
that it entered  into with USSB.  The terms of  repayment  for the amount due to
USSB by the  Company  are  similar  to terms  accorded  to the  Company's  other
existing suppliers. At June 30, 2008 and December 31, 2007, there was no balance
owed to USSB.

                                       11
<PAGE>


NOTE 6: STOCKHOLDERS' EQUITY

COMMON STOCK

The Company  issued from its treasury  stock  100,000  shares of common stock on
each of June  13,  2007 and  October  22,  2007 to a  consultant  pursuant  to a
compensation agreement dated May 1, 2007, under which the Company is to issue an
aggregate of 400,000  shares of its common stock to the  consultant for services
to be rendered to the Company for the 12-month  period ended April 30, 2008. The
Company  recognized  compensation  expense of $6,358 for the three  months ended
June 30, 2008 related to this compensation agreement.

The Company  issued from its treasury  stock  250,000  shares of common stock on
each of October 17, 2007, February 20, 2008, April 18, 2008 and July 14, 2008 to
a consultant  pursuant to a compensation  agreement dated August 20, 2007, under
which the Company is to issue an  aggregate  of  1,000,000  shares of its common
stock to the  consultant  for  services  to be  rendered  to the Company for the
12-month  period ending  August 19, 2008.  The Company  recognized  compensation
expense of $32,233  for the three  months  ended June 30,  2008  related to this
compensation agreement.

On March 5, 2008, the Company issued 1,679,500 shares of common stock to Patrick
Lim, the Company's Chief Executive Officer,  upon the exercise of warrants.  The
Company received proceeds totaling $109,000 from Mr. Lim's warrant exercise.

On April 17, 2008,  the Company issued 500,000 shares of common stock to Mr. Lim
for  achieving  a  compounded  growth in group  revenues of at least 15% percent
pursuant  to  a  Stock  Award  Agreement  dated  October  21,  2006.  The  total
consideration amount of $86,500 is based on the market value of $0.173 per share
on the date of grant.

On April 21, 2008, the Company issued from its treasury stock  2,000,000  shares
of common stock to a consultant pursuant to a compensation agreement dated April
18, 2008,  under which the Company is to issue an aggregate of 2,000,000  shares
of its common  stock to the  consultant  for  services  to be  rendered  for the
12-month  period  ending  April  17,  2009.  The total  consideration  amount of
$300,000  is  based  on the  market  value  of  $0.15  per  share on the date of
issuance.


NOTE 7: SIGNIFICANT CONCENTRATIONS

Two customers  accounted for the following  revenue for the three and six months
ended June 30, 2008 and 2007:
<TABLE>
<CAPTION>

                                      Three Months Ended                        Six Months Ended
                                  June 30,          June 30,               June 30,          June 30,
                                    2008              2007                   2008              2007
                              ----------------- -----------------      ----------------- -----------------
  <S>                               <C>              <C>                     <C>               <C>
Customer 1                          51%               49%                    51%               49%
Customer 2                          44%               46%                    44%               47%
                              ----------------- -----------------      ----------------- -----------------
Total                               95%               95%                    95%               96%
                              ================= =================      ================= =================
</TABLE>

At June 30, 2008 and 2007, two customers  accounted for substantially all of the
trade accounts receivable.

Three   suppliers  (including USSB - see Note 5)  accounted   for  substantially
all cost of revenues  during the six months  ended June 30,  2008 and 2007.  The
Company is not  dependent  upon one  supplier  to provide the  services  that it
requires  but made a strategic  decision to engage the  services of only a small
number of suppliers after taking into  consideration  the quality of service and
competitive  pricing being offered.  Should the need arise, the Company believes
that it could utilize alternative suppliers for the services that it requires.



                                       12
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

THE FOLLOWING ANALYSIS OF THE OPERATIONS AND FINANCIAL  CONDITION OF THE COMPANY
SHOULD  BE  READ  IN  CONJUNCTION  WITH  THE  CONDENSED  CONSOLIDATED  FINANCIAL
STATEMENTS,  INCLUDING THE NOTES THERETO,  OF THE COMPANY CONTAINED ELSEWHERE IN
THIS FORM 10-Q.

The following is  management's  discussion  and analysis of certain  significant
factors  affecting  our  financial  position and  operating  results  during the
periods  included  in  the   accompanying   condensed   consolidated   financial
statements.  Except for the historical information contained herein, the matters
set forth in this report are forward-looking statements.

OVERVIEW

Secured Digital Applications,  Inc. ("SDA." "Company," "we," "us" or "our") is a
provider of mobile communication and information technology consulting services.
Our strategy is to provide  business  services to our customers in a manner that
is both  superior  in quality  and more cost  efficient  than the  customer  can
provide for  themselves.  Our  services  are focused in the areas of  multimedia
production, information technology and computing consulting services, smarthome,
biometric  security  and  Bluetooth,  GPS and  RFID-enabled  applications.  As a
supplier and  consultant,  we rely on a combination of current  technologies  to
provide high-quality products and services at competitive prices.

The  Company has  provided  outsourced  information  technology  and  multimedia
content production services since 2000. We began to provide services in security
applications,  particularly  biometric  security  applications,  during 2003. We
continue  to  seek  to add to our  holdings  with  acquisitions  that  meet  our
management's  criteria for inclusion in the group of SDA companies.  In general,
we continue to seek out regional  businesses with strong  management  willing to
remain in considerable  positions of  responsibility as minority equity holders.
We also seek  businesses  that are operating at a profit or near  break-even and
which provide a superior  opportunity for high rates of growth after integration
into the SDA group of companies.  In  considering  potential  acquisitions,  SDA
evaluates such factors as:

-    the "fit" of the potential  acquisition among SDA's existing  subsidiaries,
     in particular  whether the acquisition is  complementary  to SDA's existing
     operating subsidiaries;
-    the  capabilities  of existing  management and the  willingness of existing
     management to continue with the enterprise as employees and minority equity
     holders;
-    whether the enterprise provides, in management's view, a superior potential
     for growth and profitability after acquisition;
-    whether the  enterprise,  in  management's  view, can be  successfully  and
     beneficially integrated with SDA's existing business processes;
-    the terms under which existing  management is prepared to convey a majority
     interest to SDA; and
-    the demonstrated  ability of existing  management to operate the enterprise
     profitably.

Since 2000,  we have  succeeded in financing  our  acquisitions  primarily  with
internally  generated funds and with issuances of our securities.  This strategy
has permitted  the Company to maintain a low debt to equity ratio.  There can be
no assurance,  however, that we will be able to continue to pay for acquisitions
with internally generated funds and it is likely that we will require additional
funding,  which may result in the issuance of additional  equity or debt.  There
also can be no assurance that we will be able to identify,  acquire or integrate
businesses into the SDA group of companies.

SDA's core line of  business  is media  production  and  information  technology
applications,  which  account for the  majority of our  revenue.  Our  operating
subsidiaries   offer  products  in  diverse  lines  of  business  including  the
development of Internet  content,  digital security and biometric  products.  We
conduct our principal operations in Malaysia.

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of the Company and its subsidiaries.

Reorganization of Operating Subsidiaries

On May 20, 2008, the Company sold its wholly-owned subsidiary company, China Sea
Trade Inc. ("CST") to a third party and recognized a gain on sale of $1,928. CST
was  operating at a loss and did not meet the  Company's  criteria for return on
investment.  The effect of the sale of CST is not material and,  therefore,  the
operating  results  of  CST  were  not  presented   separately  as  discontinued
operations.

For the three and six months ended June 30, 2008 and 2007, the Company's revenue
was generated primarily from the following activities:

-    Designing,  producing,  hosting and distribution of interactive  multimedia
     content, websites, programs and applications;
-    Developing and producing  e-commerce  programs and Internet-based  security
     applications and solutions; and
-    Providing  project  consulting  services  on  broadband  communication  and
     networking systems for property development projects.

                                       13
<PAGE>


We  continue  to  pursue  opportunities  to  provide  technical  consulting  and
technical  services  to  commercial  businesses.  Further,  we  continue to seek
opportunities  to combine the  Company's  expertise in supply  chain  management
solutions  with  wireless  technologies  like  Bluetooth,  RFID and GPS tracking
systems  and  biometric  security  systems  for  the  retailing,  logistics  and
warehousing,   telecommunication,   transportation,   healthcare,  security  and
manufacturing industries.

In  November  2007,  the Company  acquired  the right to the source code for the
Bluetooth cell integration,  cell management and proximity  marketing  software.
Since acquiring the right, the Company has utilized the source code to develop a
host  of   applications   for  the   retailing,   logistics   and   warehousing,
telecommunication,   transportation,   healthcare,  security  and  manufacturing
industries.

Operations During 2008

The Company's principal  operations during 2008 included multimedia  production,
information  technology and computing  services,  sales of smarthome,  biometric
security and Bluetooth, GPS and RFID-enabled applications. We marketed hardware,
software  and  consulting  services to a number of  companies  in the public and
private sectors.  Our hardware products included the EyStar SmartHome Management
System,  biometric systems and Internet-based cameras. SDA sells its products in
connection  with  consulting  contracts  that are  awarded  to the  Company.  We
presently provide these services principally to customers in Southeast Asia.

The  Company  managed to  establish a toehold in China when it secured its first
contract during December 2007, valued at $2.825 million, to install and maintain
a real-time  GPS fleet  tracking  management  system for 1,100 trucks owned by a
leading operator in Guangdong  Province.  The installation is scheduled to begin
in the third quarter of 2008.

Negotiations  are underway in Australia  with channel  partners whom will market
the Company's products and services and secure contracts on our behalf under the
Company's established trademarks. Our primary goal is to offer our Bluetooth and
RFID-enabled  applications  for the mining,  healthcare,  public  utilities  and
entertainment  industries.  We anticipate  contracts to be executed in the third
and fourth quarter of 2008.


RESULTS OF OPERATIONS

The following  discussion and analysis of our financial condition and results of
operations  should  be read  in  conjunction  with  the  condensed  consolidated
financial  statements  and  notes  to  the  condensed   consolidated   financial
statements, included elsewhere in this quarterly report on Form 10-Q.

The following  table sets forth certain  operating  data for the Company and its
subsidiaries for the periods as indicated below.

                                              Six Months Ended June 30,
(Unaudited)                                     2008            2007
                                           --------------- ---------------
Revenues                                       $29,219,123     $21,381,012
Gross profit                                     2,444,389       1,580,650
Sales and marketing                                 26,748           7,124
General and administrative                       1,080,990         859,545
Gain on disposal of assets-related parties              --          55,749
Income from continuing operations                1,137,688         654,137
Income from discontinued operations                     --           5,736
Net income                                       1,137,688         659,873

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2008 TO THE THREE MONTHS ENDED
JUNE 30, 2007

Revenue

Total revenue increased by $3,699,552 or 34% to $14,709,762 for the three months
ended June 30, 2008 as compared to  $11,010,210  for the three months ended June
30, 2007.

The  increase  in total  revenue  for the three  months  ended June 30,  2008 as
compared to the three  months  ended June 30, 2007 was mainly due to an increase
in  fees  earned  from  the  production  of  multimedia  programs  and  business
contracts.  The increase in revenue from the  production of multimedia  programs
was the result of  sub-contract  work from the  Company's  two major  customers.
Revenue for project  consulting  services was generated  from contracts that the
Company  secured in 2001 through  2003. In the three months ended June 30, 2008,
two customers  accounted for 51% and 44% of total  revenue.  In the three months
ended June 30, 2007,  the same two customers  accounted for 49% and 46% of total
revenue.

                                       14
<PAGE>


Gross Profit

Gross profit  increased to  $1,201,932  for the three months ended June 30, 2008
compared to $890,023  for the three  months  ended June 30,  2007.  Gross profit
margin  increased to 8.2% in the quarter  ended June 30, 2008 versus 8.1% in the
quarter ended June 30, 2007.

The increase in gross profit was due to higher revenue,  particularly consulting
revenue,  which has a higher margin than production  work. As a result of higher
revenue, cost of revenues increased by $3,387,643 or 33%, to $13,507,830 for the
three  months  ended June 30, 2008 from  $10,120,187  for the three months ended
June 30, 2007. The increase in cost of revenues was primarily due to the Company
requiring  additional  external  resources in order to fulfill the higher demand
for the Company's  services.  The outsourcing of content production work enabled
the  Company to develop a team of  contractors  that will  assist the Company in
producing  multimedia  content and  applications  that are crucial to its future
business operation.

Sales and marketing expenses

Sales and marketing  expenses  increased by $7,839,  or 242%, to $11,079 for the
three months  ended June 30, 2008  compared to $3,240 for the three months ended
June 30, 2007, primarily as a result of an increase in travel expenses.

General and administrative expenses

General and administrative  expenses involving  non-related parties increased by
$138,495,  or 36%,  to  $524,914  for the three  months  ended June 30,  2008 as
compared to $386,419 for the three months ended June 30, 2007.

The  increase  was  primarily  attributable  to an increase in  depreciation  of
tangible  assets,  salaries,  stock  compensation  and professional and auditing
fees.  For the three months ended June 30,  2008,  44% of the total  general and
administrative  expenses of $524,914 was for depreciation of tangible assets, 1%
was for consulting  fees and 15% was for employee  payroll.  Another 19% was for
fees for  professional  and auditing  services,  1% was for  investor  relations
expenses,  11% was  for  both  employee  and  stock  compensation  expenses  and
approximately   9%  was  for   rent,   utilities,   general   office   supplies,
communications and corporate insurance expenses. For the three months ended June
30, 2007, 19% of the total general and  administrative  expenses of $386,419 was
for depreciation of tangible assets,  5% was for consulting fees and 10% was for
employee  payroll.  Another  13% was for  fees  for  professional  and  auditing
services,  4% was for  investor  relations  expenses,  8% was  for  compensation
expenses and approximately 41% was for rent, utilities, general office supplies,
communications and corporate insurance expenses.

General and administrative expenses - related parties for the three months ended
June 30,  2008 and 2007 were  $37,465  and  $36,973,  respectively.  General and
administrative   expenses  -  related  parties  included   management  fees  and
administrative  expenses  payable by the Company to LSH, a company  owned by Mr.
Lim and his wife.  For the three  months  ended  June 30,  2008,  LSH billed the
Company's  Malaysian  subsidiary,  DASB,  $7,465 and $6,973 for the three months
ended June 30, 2008 and 2007,  respectively,  for  administration  and  clerical
fees. The Company also incurred management fees of $30,000 for each of the three
months  ended June 30, 2008 and 2007.  The  management  fees were charged on the
basis of time spent for the administration  and management  services provided to
the Company.

Gain on disposal of assets - related parties

For the three months ended June 30, 2007, the Company included  recognition of a
previously  deferred gain of $30,459,  related to an amount the Company received
from its long-term  receivable,  related party. The receivable balance and total
deferred  gain was $0 as of December 31, 2007.  These  amounts arose in the year
ended December 31, 1998,  when the Company sold assets used in the operations of
a subsidiary to a related  company.  Due to the uncertainty of collection of the
related receivable, a related gain on the sale of the assets was deferred and is
to be recognized  only after all costs have been recovered and to the extent the
receivable  is  collected.  During the year ended  December 31,  2002,  payments
received by the Company exceeded all remaining costs. As a result, the Company's
long-term  receivable,  related party and deferred gain balances were reduced to
$54,473,  as of June 30, 2007.  This amount was fully settled as of December 31,
2007.


                                       15
<PAGE>


COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2008 TO THE SIX MONTHS ENDED
JUNE 30, 2007

Revenue

Total revenue increased by $7,838,111, or 37%, to $29,219,123 for the six months
ended June 30, 2008,  as compared to  $21,381,012  for the six months ended June
30, 2007.

The increase in total  revenue was mainly due to an increase in fees earned from
the production of multimedia  programs and business  contracts.  The increase in
revenue from the  production  of  multimedia  programs was a result of increased
sub-contract work from the clients of the Company's two major customers. Revenue
for project  consulting  services was  generated  from four  project  consulting
contracts  that the Company  secured in 2001,  2002 and 2003.  In the six months
ended June 30, 2008,  two customers  accounted for 51% and 44% of total revenue.
In the six months ended June 30, 2007, the same two customers  accounted for 49%
and 47% of total revenue.

Gross Profit

Gross  profit  increased to  $2,444,389  for the six months ended June 30, 2008,
compared to  $1,580,650  for the six months ended June 30, 2007,  an increase of
$863,739 or 55%. Gross profit margin  increased to 8.4% for the six months ended
June 30, 2008 versus 7.4% for the six months ended June 30, 2007.

The  increase in gross  profit for the six months ended June 30, 2008 was due to
higher revenue,  particularly consulting revenue, which has a much higher margin
than production work. As a result of higher revenue,  cost of revenues increased
by  $6,974,372,  or 35%, to  $26,774,734  for the six months ended June 30, 2008
from $19,800,362 for the six months ended June 30, 2007. The increase in cost of
revenue was primarily due to the Company requiring additional external resources
in  order  to  fulfill  the  higher  demand  for  the  Company's  services.  The
outsourcing of content  production work enabled the Company to develop a team of
contractors  that will assist the Company in  producing  multimedia  content and
applications that are crucial to its future business operation.

Sales and marketing expenses

Sales and marketing expenses  increased by $19,624,  or 275%, to $26,748 for the
six months  ended June 30,  2008 from  $7,124 for the six months  ended June 30,
2007, primarily as a result of an increase in travel expenses.

General and administrative expenses

General and administrative  expenses involving  non-related parties increased by
$220,361,  or 28%, to  $1,006,098  for the six months  ended June 30,  2008,  as
compared to $785,737 for the six months ended June 30, 2007.

The  increase  was  primarily  attributable  to an increase in  depreciation  of
tangible  assets,   salaries,   professional  and  auditing  fees  and  investor
relations.  For the six months ended June 30, 2008, 46% of the total general and
administrative  expenses of $1,006,098 was for  depreciation of tangible assets,
1% was for consulting fees and 15% was for employee payroll. Another 18% was for
fees for  professional  and auditing  services,  2% was for  investor  relations
expenses,  9%  was  for  both  employee  and  stock  compensation  expenses  and
approximately   9%  was  for   rent,   utilities,   general   office   supplies,
communications and corporate insurance  expenses.  For the six months ended June
30, 2007, 18% of the total general and  administrative  expenses of $785,737 was
for depreciation of tangible assets, 10% was for consulting fees and 13% was for
employee  payroll.  Another  13% was for  fees  for  professional  and  auditing
services,  2% was for  investor  relations  expenses,  20% was for  compensation
expenses and approximately 24% was for rent, utilities, general office supplies,
communications and corporate insurance expenses.

General and  administrative  expenses - related parties for the six months ended
June 30,  2008 and 2007 were  $74,892  and  $73,808,  respectively.  General and
administrative   expenses  -  related  parties  included   management  fees  and
administrative  expenses  payable by the Company to LSH, a company  owned by Mr.
Lim and his wife.  For the six  months  ended  June 30,  2008,  LSH  billed  the
Company's  Malaysian  subsidiary,  DASB,  $14,892 and $13,808 for the six months
ended June 30, 2008 and 2007,  respectively,  for  administration  and  clerical
fees. The Company also incurred  management  fees of $60,000 for each of the six
months  ended June 30, 2008 and 2007.  The  management  fees were charged on the
basis of time spent for the administration  and management  services provided to
the Company.

Gain on disposal of assets - related parties

For the six months ended June 30, 2007,  the Company  included  recognition of a
previously  deferred gain of $55,749,  related to an amount the Company received
from its long-term  receivable,  related party. The receivable balance and total
deferred  gain was $0 as of December 31, 2007.  These  amounts arose in the year
ended December 31, 1998,  when the Company sold assets used in the operations of
a subsidiary to a related  company.  Due to the uncertainty of collection of the
related receivable, a related gain on the sale of the assets was deferred and is
to be recognized  only after all costs have been recovered and to the extent the
receivable  is  collected.  During the year ended  December 31,  2002,  payments
received by the Company exceeded all remaining costs. As a result, the Company's
long-term  receivable,  related party and deferred gain balances were reduced to
$54,473,  as of June 30, 2007.  This amount was fully settled as of December 31,
2007.

                                       16
<PAGE>


Liquidity and Capital Resources

As of June 30, 2008, the Company had cash of $26,123.

For the six months ended June 30, 2008,  operations  were primarily  funded from
internally generated funds and working capital advanced from time to time by Mr.
Lim. These advances bear no interest and have no fixed terms of repayment.

As of June 30,  2008,  the  Company  owed Mr.  Lim $8,786  for  short-term  cash
advances made to subsidiaries  of the Company for working capital  purposes from
time to time.  Additionally,  at June 30, 2008,  the amount owed to a company in
which  Mr.  Lim has a  financial  interest  was  $66,017.  This  amount  was for
short-term  cash advances made to the Company and its  subsidiaries  for working
capital purposes from time to time and for management and  administrative  fees.
These  amounts  are  unsecured,  bear no  interest  and have no  fixed  terms of
repayment.

The cash generated  from operating  activities for the six months ended June 30,
2008 was $48,665 and was  primarily  the result of income and non-cash  expenses
for the period offset by an increase in accounts receivable.

Cash used in investing  activities  of $24,508 for the six months ended June 30,
2008 was  primarily  attributable  to the  purchase  of  computer  software  and
equipment  totaling $9,165 and the acquisition of a trademark  totaling $15,343.
The Company will  continue to develop its products and services  under the brand
name "EyStar." EyStar is a well established and recognized brand name in Asia.

Cash generated from  financing  activities  during the six months ended June 30,
2008 of $69,806  resulted from proceeds  received from the issuance of shares of
the  Company's  common  stock  totaling  $109,000,  repayment  to a director for
short-term cash advances made to subsidiaries  of the Company  totaling  $81,175
and advances from an affiliate totaling $41,981.

The Company  expects to expand into new  businesses  that  include  provision of
Bluetooth,  RFID, GPS,  outsourced  business support and supply chain management
services.  The Company expects to incur further expenses to acquire technologies
that are  synergistic to the new businesses and will help the Company to rollout
the new businesses in the shortest time possible.  The Company estimates that it
will  require $2 million to finance  the set-up  cost of its new  businesses  in
2008.  The Company  also  expects  that it will  require a further $5 million to
finance both the working capital and additional capital  expenditures of its new
businesses in 2009.

In addition to internally  generated funds and anticipated  continued  financial
support  from Mr.  Lim,  the Company may seek to raise funds from equity or debt
financing for its future growth, expansion and working capital requirements.

Off-Balance Sheet Arrangements

The Company does not have any off-balance  sheet  transactions that are expected
to have a  material  effect  on the  Company's  financial  condition,  revenues,
expenses,  results of operations,  liquidity,  capital  expenditures  or capital
resources.


                                       17
<PAGE>


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable to smaller reporting companies.


ITEM 4(T). CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer,  based on their
evaluation of our disclosure controls and procedures (as defined in Exchange Act
Rules  13a-15(e)  and  15d-15(e))  as of the end of the  period  covered by this
Quarterly  Report on Form 10-Q, have concluded that (i) our disclosure  controls
and  procedures  are  effective  for ensuring  that  information  required to be
disclosed  by us in the  reports  that we file or submit  under  the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms  and  (ii)  our  disclosure  controls  and  procedures  include,   without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us under the  Securities  Exchange Act of 1934 is accumulated
and  communicated  to our  management,  including  our  principal  executive and
principal  financial  officers,  or persons  performing  similar  functions,  as
appropriate to allow timely decisions regarding required disclosure.

(b) Management's Report on Internal Control over Financial Reporting

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting,  as such term is defined in Exchange Act Rule
13a-15(f).  Our management  conducted an evaluation of the  effectiveness of our
internal  control  over  financial  reporting  and  concluded  that our internal
control over financial reporting was effective as of June 30, 2008.

This report does not include an attestation  report of the Company's  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to attestation by the Company's  registered
public  accounting  firm pursuant to temporary  rules of the SEC that permit the
Company to provide only management's report in this report.

(c) Changes in Internal Control over Financial Reporting

During  the  quarter  ended  June 30,  2008,  there  have been no changes in our
internal controls over financial reporting that have materially affected, or are
reasonably likely to materially affect, these controls.




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<PAGE>


PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

In the ordinary  course of our business we are  periodically  threatened with or
named as a defendant in legal proceedings. As of the end of the period for which
this report is filed,  there are no pending legal  proceedings to which we are a
party or to which  our  property  is  subject  that  management  believes  to be
material to our business, results of operations or financial condition.

ITEM 1A.  RISK FACTORS

The Company's business,  financial  condition,  operating results and cash flows
can be  impacted  by a number  of  factors,  any one of which  could  cause  the
Company's  actual  results to vary  materially  from recent  results or from the
Company's anticipated future results. For a discussion  identifying risk factors
and other important factors that could cause actual results to differ materially
from those  anticipated,  see the  Company's  Annual Report on Form 10-K for the
year ended December 31, 2007.


ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company signed a compensation agreement with a consultant on August 20, 2007
under which the Company agreed to issue an aggregate of 1,000,000  shares of its
common  stock to the  consultant  for  services to be rendered  for the 12-month
period ended July 14, 2008. On April 18, 2008, the Company issued 250,000 shares
of common  stock to the  consultant  pursuant to this  agreement  for  aggregate
consideration  in the  form of  services  rendered  by the  consultant  equal to
$32,250.

The Company signed a compensation  agreement with a consultant on April 18, 2008
under which the Company agreed to issue 2,000,000  shares of its common stock to
a consultant  for services to be rendered for the 12-month  period  ending April
17, 2009. On April 21, 2008, the Company issued 2,000,000 shares of common stock
to the consultant pursuant to this agreement for aggregate  consideration in the
form of services to be rendered by the consultant equal to $300,000..

The Company relied upon the  exemptions  from  registration  provided by Section
4(2) of the  Securities  Act of 1933, as amended,  and  Regulation D promulgated
thereunder for the issuances of these securities.


ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


ITEM 5.  OTHER INFORMATION

None.


ITEM 6.  EXHIBITS


31.1 Certification by Chief Executive  Officer pursuant to Rule 13A-14 or 15D-14
     of the Securities Exchange Act of 1934

31.2 Certification by Chief Accounting Officer pursuant to Rule 13A-14 or 15D-14
     of the Securities Exchange Act of 1934

32.1 Certification by Chief Executive Officer pursuant to 18 U.S.C. 1350

32.2 Certification by Chief Accounting Officer pursuant to 18 U.S.C. 1350


                                       19
<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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 Digital Applications, Inc.
                                                      (registrant)


Dated: August 14, 2008                      By: /s/ Patrick Soon-Hock Lim
                                            --------------------------------
                                            Patrick Soon-Hock Lim
                                            Chairman and Chief Executive Officer



Dated: August 14, 2008                      By: /s/ Kelvin Choon-Huat Ng
                                            --------------------------------
                                            Kelvin Choon-Huat Ng
                                            Chief Accounting Officer










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