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

                                   FORM 10-Q/A

(Mark one)

[X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the quarterly period ended September 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   [ ]  Smaller reporting company [X]
     (Do not check 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 November
19, 2008: 143,976,314 shares of common stock, par value $0.00001 per share.

                                       1
<PAGE>

FORM 10-Q/A
3rd QUARTER
<TABLE>
<CAPTION>
<S>               <C> <C>                                                                                                 <C>
                                      INDEX

                                                                                                                        Page

PART I  - FINANCIAL INFORMATION

         ITEM 1. FINANCIAL STATEMENTS (Unaudited and Unreviewed)

         Condensed consolidated balance sheets at September 30, 2008 (Unaudited) and
         December 31, 2007 (Audited)                                                                                      3

         Condensed consolidated statements of income and comprehensive income for the three
         and nine months ended September 30, 2008 and 2007 (Unaudited)                                                    5

         Condensed consolidated statements of cash flows for the nine months periods ended September 30,
         2008 and 2007 (Unaudited)                                                                                        7

         Notes to condensed consolidated financial statements (Unaudited)                                                 8

         ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS                                                                                       12

         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                                                                                       20

         ITEM 6. EXHIBITS                                                                                                20

         SIGNATURES                                                                                                      21

</TABLE>

EXPLANATORY STATEMENT

The Company is amending its Form 10-Q for the period ended September 30, 2008
previously filed on November 19, 2008 to indicate that the Company's unaudited
financial statements contained therein have not been reviewed by our independent
registered public accounting firm.


                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                               SECURED DIGITAL APPLICATIONS, INC. AND SUBSIDIARIES
                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                      SEPTEMBER 30, 2008 AND DECEMBER 31, 2007
<S>                                                                                        <C>               <C>
                                                                                             September 30,     December 31,
                                                                                                 2008              2007
                                                                                           ----------------- -----------------
                                                                                              (Unaudited
                                                                                            and Unreviewed)

                                          ASSETS
Current assets:
  Cash                                                                                     $          17,821 $          40,385
  Trade and other accounts receivable                                                             10,917,326         8,902,465
    less allowance for doubtful accounts of $26,592 and $27,699, respectively
  Prepaid expenses                                                                                    18,469            18,539
                                                                                           ----------------- -----------------
      Total current assets                                                                        10,953,616         8,961,389
Property and equipment, net                                                                        3,553,940         3,718,150
Trademark                                                                                             14,479                --
Goodwill                                                                                             471,260           471,260
                                                                                           ----------------- -----------------
                                                                                           $      14,993,295 $      13,150,799
                                                                                           ================= =================

                           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Current portion of capital lease obligations                                             $          34,209 $          35,634
  Accounts payable                                                                                   658,584           531,133
  Accrued expenses                                                                                   137,889           209,877
  Amount due to an affiliated company                                                                104,867            23,668
  Amount due to a director                                                                            26,464            88,632
  Income tax payable                                                                                 174,601            47,151
                                                                                           ----------------- -----------------
      Total current liabilities                                                                    1,136,614           936,095
Deferred tax                                                                                         767,404           461,525
                                                                                           ----------------- -----------------
      Total liabilities                                                                            1,904,018         1,397,620
                                                                                           ----------------- -----------------

                                                   (continued)
</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                                      <C>                 <C>

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

                                                                                                September 30,        December 31,
                                                                                                    2008                 2007
                                                                                            --------------------- ------------------
                                                                                                 (Unaudited
                                                                                               and Unreviewed)

Minority interest                                                                                        429,213             218,016
                                                                                            --------------------- ------------------

Commitments

Stockholders' equity:
  Series B convertible preferred stock, $0.10 par value;
   1,000,000 shares authorized; 100,000 shares issued and outstanding, liquidation preference
   $2,500,000                                                                                             10,000              10,000
  Common stock, $0.00001 par value:
   350,000,000 shares authorized; 145,352,094 shares issued and
   142,726,314 shares outstanding in 2008 and 143,172,594 shares issued and 137,796,814 shares
   outstanding in 2007                                                                                     1,437               1,375
Additional paid-in capital                                                                             8,196,783           7,665,244
Options                                                                                                   26,380              73,561
Warrants                                                                                                 991,906             953,643
Common treasury stock - at cost, 2,625,780 shares in 2008 and 5,375,780 shares in 2007                        --                  --
Deferred compensation                                                                                   (164,250)                 --
Retained earnings                                                                                      3,464,925           2,280,005
Accumulated other comprehensive income                                                                   132,883             551,335
                                                                                            --------------------- ------------------

      Total stockholders' equity                                                                      12,660,064          11,535,163
                                                                                            --------------------- ------------------

      Total liabilities and stockholders' equity                                            $         14,993,295  $       13,150,799
                                                                                            ====================  ==================

                           See notes to condensed consolidated financial statements

</TABLE>

                                       4
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                              <C>          <C>          <C>          <C>

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


                                                                                    Three months ended         Nine months ended
                                                                                       September 30,             September 30,
                                                                                     2008         2007         2008         2007
                                                                                 ------------ ------------ ------------ ------------
                                                                                 (Unreviewed)              (Unreviewed)
Revenues:

Services:
  Related Parties                                                                $   596,735  $   739,314  $ 2,209,988  $ 1,599,424
  Others                                                                          16,034,817   11,078,756   43,640,687   31,599,658
                                                                                 ------------ ------------ ------------ ------------
                                                                                  16,631,552   11,818,070   45,850,675   33,199,082
                                                                                 ------------ ------------ ------------ ------------

Cost of revenues:

Services:
  Related Parties                                                                    179,020      221,794      662,997      479,827
  Others (includes a related party of $6,498,468, $4,764,505, $18,350,490 and
   $13,243,498, respectively.)                                                    15,195,420   10,550,968   41,486,177   30,093,297
                                                                                 ------------ ------------ ------------ ------------
                                                                                  15,374,440   10,772,762   42,149,174   30,573,124
                                                                                 ------------ ------------ ------------ ------------

Gross profit                                                                       1,257,112    1,045,308    3,701,501    2,625,958
                                                                                 ------------ ------------ ------------ ------------
Operating expenses:
  Sales and marketing                                                                 16,708       22,131       43,456       29,255
  General and administrative:
    Related parties                                                                   37,167       36,911      112,059      110,719
    Others                                                                           684,150      519,583    1,690,248    1,305,320
                                                                                 ------------ ------------ ------------ ------------
Total operating expenses                                                             738,025      578,625    1,845,763    1,445,294
                                                                                 ------------ ------------ ------------ ------------

Income from operations                                                               519,087      466,683    1,855,738    1,180,664
                                                                                 ------------ ------------ ------------ ------------

Other income (expense):
   Gain (loss) on foreign currency transactions                                     (304,732)      58,854     (140,269)     168,672
   Purchase preacquisition income                                                        174           --      (13,754)          --
   Write-off of old vendor payables                                                       --       35,512           --       35,512
   Previously deferred gain on sale of technology, related parties                        --       28,798           --       84,547
   Other income                                                                        1,464            2        4,842        5,180
                                                                                 ------------ ------------ ------------ ------------
                                                                                    (303,094)     123,166     (149,181)     293,911
                                                                                 ------------ ------------ ------------ ------------

Income before provision for income taxes and minority interest                       215,993      589,849    1,706,557    1,474,575

Provision for income taxes                                                          (158,155)    (179,938)    (479,401)    (396,835)
                                                                                 ------------ ------------ ------------ ------------

Income before minority interest                                                       57,838      409,911    1,227,156    1,077,740

Minority interest                                                                    (10,605)     (11,034)     (42,235)     (24,726)
                                                                                 ------------ ------------ ------------ ------------

Income from continuing operations                                                     47,233      398,877    1,184,921    1,053,014
                                                                                 ------------ ------------ ------------ ------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                          <C>           <C>           <C>           <C>

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


                                                                                 Three months ended           Nine months ended
                                                                                    September 30,               September 30,
                                                                                 2008          2007          2008          2007
                                                                             ------------- ------------- ------------- -------------
                                                                             (Unreviewed)                 (Unreviewed)
Discontinued operations:
  Loss from discontinued operation - net of minority interest and income
   taxes                                                                               --            (2)           --       (17,250)
  Gain on disposal of discontinued subsidiaries                                        --            15            --        22,999
                                                                             ------------- ------------- ------------- -------------

Income from discontinued operations                                                    --            13            --         5,749
                                                                             ------------- ------------- ------------- -------------

Net income                                                                   $     47,233  $    398,890  $  1,184,921  $  1,058,763
                                                                             ============= ============= ============= =============


Net income                                                                   $     47,233  $    398,890  $  1,184,921  $  1,058,763

Other comprehensive income:
  Foreign currency translation adjustments                                       (403,945)       93,118      (418,452)      150,904
                                                                             ------------- ------------- ------------- -------------


Comprehensive income / (loss)                                                $   (356,712) $    492,008  $    766,469  $  1,209,667
                                                                             ============= ============= ============= =============


Net income per common share:
  Basic **                                                                   $          *  $          *  $       0.01  $          *
                                                                             ============= ============= ============= =============

  Diluted **                                                                 $          *  $          *  $       0.01  $          *
                                                                             ============= ============= ============= =============

Weighted average shares outstanding:
  Basic                                                                       142,690,988   133,817,031   141,006,467   131,303,755
                                                                             ============= ============= ============= =============

  Diluted                                                                     164,932,760   156,624,406   164,581,966   156,711,538
                                                                             ============= ============= ============= =============


* 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>

                                       6
<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                          <C>                  <C>

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


                                                                                                        Nine months ended
                                                                                                September 30,       September 30,
                                                                                                    2008                 2007
                                                                                             -------------------  ------------------
                                                                                                 (Unreviewed)

CASH FLOWS FROM OPERATING ACTIVITIES
  Change in operating assets and liabilities of continuing operations                        $          472,173   $           9,632
  Change in operating assets and liabilities of discontinued operations                                      --                (687)
                                                                                             -------------------  ------------------

    Net cash provided by operating activities                                                           472,173               8,945
                                                                                             -------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of property and equipment                                                                   (683,876)             (6,543)
  Purchase of trademark                                                                                 (14,479)                 --
                                                                                             -------------------  ------------------
           Net cash used in investing activities                                                       (698,355)             (6,543)
                                                                                             -------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuances of shares of common stock                                                     109,000                  --
  Proceeds from advances from affiliated company                                                         82,050             103,590
  Proceeds from advances from a director                                                                     --              67,053
  Repayments of loans from a director                                                                   (59,034)                 --
                                                                                             -------------------  ------------------

    Net cash provided by financing activities                                                           132,016             170,643
                                                                                             -------------------  ------------------

FOREIGN CURRENCY TRANSLATION ADJUSTMENT
  - continuing activities                                                                                71,602            (127,603)
  - discontinued activities                                                                                  --               1,162
                                                                                             -------------------  ------------------

Net (decrease) increase in cash                                                                         (22,564)             46,604

Cash, beginning of period                                                                                40,385               7,644
                                                                                             -------------------  ------------------

Cash, end of period                                                                          $           17,821   $          54,248
                                                                                             ===================  ==================


                                    See notes to condensed consolidated financial statements
</TABLE>

                                       7
<PAGE>

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


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 10-01 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 nine months ended
September 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").

The financial statements for the nine and three months ended September 30, 2008
have not been reviewed by our independent registered public accounting firm.

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. SFAS No. 141(R) requires an acquirer to recognize
the assets acquired, the liabilities assumed, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date. 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.


                                       8
<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>
<S>                                                        <C>             <C>             <C>             <C>
                                                                 Three Months Ended                Nine Months Ended
(Unaudited)                                                September 30,   September 30,   September 30,     September 30,
                                                                2008            2007            2008              2007
                                                           --------------  -------------- ---------------- ------------------

Net income                                                 $           47  $          399  $         1,185 $            1,059
                                                           ==============  ============== ================ ==================

Weighted average shares outstanding - basic                       142,691         133,817          141,006            131,304
                                                           ==============  ============== ================ ==================

Net income per share - basic                               $            *  $            *  $          0.01 $                *
                                                           ==============  ============== ================ ==================

Weighted average shares outstanding - basic                       142,691         133,817          141,006            131,304
Common stock issuable to consultant                                 1,236           1,252            1,523              4,637
Convertible preferred stock                                        20,000          20,000           20,000             20,000
Dilutive stock options and warrants                                 1,006           1,555            2,053                770
                                                           --------------  -------------- ---------------- ------------------

Weighted average shares outstanding - diluted                     164,933         156,624          164,582            156,711
                                                           ==============  ============== ================ ==================

Net income per share - diluted                             $            *  $            * $           0.01 $                *
                                                           ==============  ============== ================ ==================
</TABLE>

*  Less than $.01 per share


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

                                       9
<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>
<S>                                                                 <C>              <C>             <C>            <C>
                                                                           Three Months Ended               Nine Months Ended
                                                                     September 30,    September 30,   September 30,  September 30,
                                                                          2008             2007           2008            2007
                                                                    ---------------- --------------- -------------- ----------------

Revenue                                                             $             -- $            -- $           -- $            --
Cost of revenues                                                                  --              --             --              --
                                                                    ---------------- --------------- -------------- ----------------

Gross profit                                                                      --              --             --              --
Operating expenses                                                                --              --             --         (17,250)
                                                                    ---------------- --------------- -------------- ----------------

Loss from operations                                                              --              --             --         (17,250)
Other income                                                                      --              --             --              --
                                                                    ---------------- --------------- -------------- ----------------

Loss before tax                                                                   --              --             --         (17,250)
Income tax                                                                        --              --             --              --
                                                                    ---------------- --------------- -------------- ----------------

Loss from discontinued operations                                   $             -- $            -- $           -- $       (17,250)
                                                                    ================ =============== ============== ================
</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 September 30, 2008 and 2007 and $90,000 for each of the nine
months ended September 30, 2008 and 2007. LSH also billed the Company's
Malaysian principal operating subsidiary, DigitalApps Sdn Bhd ("DASB"), $ 7,167
and $6,911 for the three months ended September 30, 2008 and 2007, respectively,
and $22,059 and $20,719 for the nine months ended September 30, 2008 and 2007,
respectively, for administrative and clerical charges. LSH also made short term
advances to the Company from time to time for working capital purposes during
the three months ended September 30, 2008. At September 30, 2008 and December
31, 2007, the amount due to LSH was $104,867 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 September 30, 2008 and December 31, 2007, the Company owed Patrick Lim,
the Company's Chief Executive Officer, $26,464 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 stockholder of one of the Company's Malaysian
subsidiaries, 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 to $596,735 and $2,209,988, for the three and
nine months ended September 30, 2008, respectively, and $739,314 and $1,599,424
for the three and nine months ended September 30, 2007, respectively. The terms
of repayment for the amount due from MYA are similar to terms accorded to the
Company's other existing customers. At September 30, 2008 and December 31, 2007,
there was no balance owed to the Company by MYA.


                                       10
<PAGE>

ULTIMATE SERIES SDN BHD ("USSB")

USSB is wholly owned by Mustaffar bin Yacob. The Company incurred fees of
$6,498,468 and $18,350,490 for the three and nine months ended September 30,
2008, respectively, and $4,764,505 and $13,243,498 for the three and nine months
ended September 30, 2007, respectively, for sub-contractor work that it entered
into with USSB. The terms of repayment for the amounts due to USSB by the
Company are similar to terms accorded to the Company's other existing suppliers.
At September 30, 2008 and December 31, 2007, there was no balance owed to USSB.


NOTE 6: STOCKHOLDERS' EQUITY

COMMON STOCK


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 ended July 14, 2008. The Company recognized compensation expense
of $17,767 for the three months ended September 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. The Company recognized compensation expense of $75,000 for the three
months ended September 30, 2008 related to this compensation agreement.



NOTE 7: SIGNIFICANT CONCENTRATIONS

Two major customers accounted for the following revenue for the three and nine
months ended September 30, 2008 and 2007:
<TABLE>
<CAPTION>
<S>      <C>                                <C>                <C>              <C>             <C>
                                              Three Months Ended                  Nine Months Ended
                                       September 30,      September 30,    September 30,   September 30,
                                            2008               2007             2008            2007
                                     ------------------  ----------------  -------------- ----------------

Customer 1                                  48%                48%              49%             48%
Customer 2                                  40%                45%              43%             47%
                                     ------------------  ----------------  -------------- ----------------

Total                                       88%                93%              92%             95%
                                     ==================  ================  ============== ================
</TABLE>

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

Three suppliers (including USSB - see Note 5) accounted for substantially all
cost of revenues during the nine months ended September 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.

                                       11
<PAGE>

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

This quarterly report on Form 10-Q/A 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/A 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, except as required by law.


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 customers can provide
for themselves. Our services are focused in the areas of multimedia production,
information technology and computing consulting services, EyStar Smarthome
Management System, 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 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;

                                       12
<PAGE>

-    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, China Sea Trade
Company 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.

On July 31, 2008, the Company sold its wholly owned subsidiary, DigitalApps
Media Sdn Bhd ("DAM"), to a third party at its carrying investment cost. DAM was
operating at a loss and did not meet the Company's criteria for return on
investment. The effect of the sale of DAM is not material and, therefore, the
operating results of DAM were not presented separately as discontinued
operations.

For the three and nine months ended September 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.

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
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 EyStar Smarthome
Management System, 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.

                                       13
<PAGE>

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 work commenced during
the third quarter of 2008 and a total of $1.44 million of revenue has been
recognized.

Negotiations are underway in Australia with channel partners who 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 during the
fourth quarter of 2008.

The Company has developed a gateway that enables Voice over Internet Protocol
(VoIP) calls to be made from regular cell phones to any regular cell phone or
landline. The gateway has been used to develop VoIP applications that include
mobile VoIP and mobile advertising.

BluberMax is the brand name for the Company's mobile advertising service.
BluberMax allows its users to make advertisement-sponsored long distance and
international calls from their regular cell phones. Users are expected to pay
only for their local text messages to their service providers.

BluberChat is the brand name for our mobile VoIP service. BluberChat calls are
offered to users who do not wish to receive advertisements. Users are expected
to pay a fixed monthly fee for a predetermined number of minutes that will
enable them to make heavily discounted long distance and international VoIP
calls from their regular cell phones.

To initiate a call on BluberMax or BluberChat, a user would need to send a short
text message consisting of the receiving party's telephone number along with a 5
or 6 digit common short code to our gateway for connection to the receiving
party. There is no need for a personal computer or laptop with Internet
connection or any peripherals to initiate a BluberChat or BluberMax phone call.
This ease of use differentiates BluberMax and BluberChat from our competitors.

The Company anticipates launching BluberChat in the United States and Australia
during the first quarter of 2009 followed by China in July 2009. BluberMax is
expected to be launched in the United States in June 2009 followed by Australia
and China in September 2009.


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.

                                           Nine Months Ended September 30,
(Unaudited)                                      2008            2007
                                           --------------- ---------------

Revenues                                   $    45,850,675 $    33,199,082
Gross profit                                     3,701,501       2,625,958
Sales and marketing                                 43,456          29,255
General and administrative                       1,802,307       1,416,039
Gain on disposal of assets-related parties              --          84,547
Income from continuing operations                1,184,921       1,053,014
Income from discontinued operations                     --           5,749
Net income                                       1,184,921       1,058,763


                                       14
<PAGE>

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


Revenue

Total revenue increased by $4,813,482, or 41%, to $16,631,552 for the three
months ended September 30, 2008 as compared to $11,818,070 for the three months
ended September 30, 2007.

The increase in total revenue for the three months ended September 30, 2008 as
compared to the three months ended September 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 from 2001 through 2003. In the three months ended September 30,
2008, two customers accounted for 48% and 40% of total revenue. In the three
months ended September 30, 2007, the same two customers accounted for 48% and
45% of total revenue.


Gross Profit

Gross profit increased to $1,257,112 for the three months ended September 30,
2008 compared to $1,045,308 for the three months ended September 30, 2007. Gross
profit margin reduced to 7.6% in the quarter ended September 30, 2008 versus
8.8% in the quarter ended September 30, 2007.

The increase in gross profit was due to higher revenue. As a result of higher
revenue, cost of revenues increased by $4,601,678, or 43%, to $15,374,440 for
the three months ended September 30, 2008 from $10,772,762 for the three months
ended September 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 decreased by $5,423, or 25%, to $16,708 for the
three months ended September 30, 2008 compared to $22,131 for the three months
ended September 30, 2007.

General and administrative expenses

General and administrative expenses involving non-related parties increased by
$164,567, or 32%, to $684,150 for the three months ended September 30, 2008 as
compared to $519,583 for the three months ended September 30, 2007.

The increase was primarily attributable to an increase in depreciation of
tangible assets and professional and auditing fees. For the three months ended
September 30, 2008, 34% of the total general and administrative expenses of
$684,150 was for depreciation of tangible assets, 2% was for consulting fees and
12% was for employee payroll. Another 16% was for fees for professional and
auditing services, 29% was for both employee and stock compensation expenses and
approximately 7% was for rent, utilities, general office supplies,
communications and corporate insurance expenses. For the three months ended
September 30, 2007, 14% of the total general and administrative expenses of
$519,583 was for depreciation of tangible assets and 17% was for employee
payroll. Another 8% was for fees for professional and auditing services, 5% was
for investor relations expenses, 46% was for compensation expenses and
approximately 10% was for rent, utilities, general office supplies,
communications and corporate insurance expenses.

General and administrative expenses - related parties for the three months ended
September 30, 2008 and 2007 were $37,167 and $36,911, 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 September 30, 2008, LSH billed the
Company's Malaysian subsidiary, DASB, $7,167 and $6,911 for the three months
ended September 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 September 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.

                                       15
<PAGE>

Gain on disposal of assets - related parties

For the three months ended September 30, 2007, the Company included recognition
of a previously deferred gain of $28,798, 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 $25,954, as of September 30, 2007. This amount was
fully settled as of December 31, 2007.

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2008 TO THE NINE MONTHS ENDED
SEPTEMBER 30, 2007

Revenue

Total revenue increased by $12,651,593, or 38%, to $45,850,675 for the nine
months ended September 30, 2008, as compared to $33,199,082 for the nine months
ended September 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 nine months
ended September 30, 2008, two customers accounted for 49% and 43% of total
revenue. In the nine months ended September 30, 2007, the same two customers
accounted for 48% and 47% of total revenue.

Gross Profit

Gross profit increased to $3,701,501 for the nine months ended September 30,
2008, compared to $2,625,958 for the nine months ended September 30, 2007, an
increase of $1,075,543, or 41%. Gross profit margin increased to 8.1% for the
nine months ended September 30, 2008 versus 7.9% for the nine months ended
September 30, 2007.

The increase in gross profit for the nine months ended September 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 $11,576,050, or 38%, to $42,149,174 for the nine months ended
September 30, 2008 from $30,573,124 for the nine months ended September 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 $14,201, or 49%, to $43,456 for the
nine months ended September 30, 2008 from $29,255 for the nine months ended
September 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
$384,928, or 29%, to $1,690,248 for the nine months ended September 30, 2008, as
compared to $1,305,320 for the nine months ended September 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 nine months ended September 30, 2008, 41% of the total
general and administrative expenses of $1,690,248 was for depreciation of
tangible assets, 1% was for consulting fees and 14% was for employee payroll.
Another 17% was for fees for professional and auditing services, 2% was for
investor relations expenses, 17% was for both employee and stock compensation
expenses and approximately 8% was for rent, utilities, general office supplies,
communications and corporate insurance expenses. For the nine months ended
September 30, 2007, 17% of the total general and administrative expenses of
$1,305,320 was for depreciation of tangible assets, 6% was for consulting fees
and 14% was for employee payroll. Another 11% was for fees for professional and
auditing services, 3% was for investor relations expenses, 40% was for
compensation expenses and approximately 9% was for rent, utilities, general
office supplies, communications and corporate insurance expenses.

                                       16
<PAGE>

General and administrative expenses - related parties for the nine months ended
September 30, 2008 and 2007 were $112,059 and $110,719, 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 nine months ended September 30, 2008, LSH billed the
Company's Malaysian subsidiary, DASB, $22,059 and $20,719 for the nine months
ended September 30, 2008 and 2007, respectively, for administration and clerical
fees. The Company also incurred management fees of $90,000 for each of the nine
months ended September 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 nine months ended September 30, 2007, the Company included recognition
of a previously deferred gain of $84,547, 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 $25,954, as of September 30, 2007. This amount was
fully settled as of December 31, 2007.

Liquidity and Capital Resources

As of September 30, 2008, the Company had cash of $17,821.

For the nine months ended September 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 September 30, 2008, the Company owed Mr. Lim $26,464 for short-term cash
advances made to subsidiaries of the Company for working capital purposes from
time to time. Additionally, at September 30, 2008, the amount owed to a company
in which Mr. Lim has a financial interest was $104,867. 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 nine months ended September
30, 2008 was $472,173 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 $698,355 for the nine months ended
September 30, 2008 was primarily attributable to the purchase of computer
software and equipment totaling $683,876 and the acquisition of a trademark
totaling $14,479. 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 nine months ended September
30, 2008 of $132,016 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 $59,034
and advances from an affiliate totaling $82,050.

The Company expects to expand into the provision of Mobile Voice over Internet
Protocol ("VoIP"), Mobile Advertising and Bluetooth Proximity Advertising
services in the United States. The Company expects to incur additional expenses
in acquiring technologies that will help the Company to rollout the new services
in the shortest time possible. The Company estimates that it will require $1
million during the fourth quarter of 2008 to finance the initial rollout of its
new services. The Company also expects that it will require an additional $9
million to finance both the working capital and additional capital expenditures
of its new business in 2009.

The Company believes it will have access to financing sources but there can be
no assurance that such sources of financing will be available on acceptable
terms, on a timely basis or at all.

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) Changes in Internal Control over Financial Reporting

During the quarter ended September 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.

                                       18
<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 July 14, 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
$25,000.


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


       On September 2, 2008, at the Company's Annual Meeting of Stockholders,
two nominees for the Board of Directors were elected and the votes were as
follows:
<TABLE>
<CAPTION>
<S>                                         <C>                           <C>                 <C>

          Name of Nominee                     Common               Common Against          Common Withheld
                                                For

Ms. Valerie Hoi-Fah Looi                    119,525,707                   0                   5,085,455

Mr. Patrick Soon-Hock Lim                   119,427,357                   0                   5,183,805




          Name of Nominee                 Preferred For/         Preferred Against/      Preferred Withheld/
                                       Common Equivalent For      Common Equivalent       Common Equivalent
                                                                       Against                 Against

Ms. Valerie Hoi-Fah Looi                 100,000/20,000,000              0/0                     0/0

Mr. Patrick Soon-Hock Lim                100,000/20,000,000              0/0                     0/0

</TABLE>

Each of the nominees received a plurality of the votes cast.

                                       19
<PAGE>

ITEM 5.  OTHER INFORMATION

The Company signed a compensation agreement with a consultant on July 9, 2008
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 ending July 14, 2009. On October 17, 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 to be rendered by the consultant
equal to $10,500.

The Company signed a compensation agreement with a consultant on October 8, 2008
under which the Company agreed to issue 1,000,000 shares of its common stock to
a consultant for services to be rendered for the 12-month period ending October
7, 2009. On October 9, 2008, the Company issued 1,000,000 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 $38,000.



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

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<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: November 19, 2008            By:   /s/ Patrick Soon-Hock Lim
                                    --------------------------------------------
                                    Patrick Soon-Hock Lim
                                    Chairman and Chief Executive Officer



Dated: November 19, 2008            By:   /s/ Kelvin Choon-Huat Ng
                                    --------------------------------------------
                                    Kelvin Choon-Huat Ng
                                    Chief Accounting Officer

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