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

                                   FORM 10-QSB
                                   (Mark One)

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

                  For the quarterly period ended March 31, 2004

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

      For the transition period from _________________ to _________________

                        Commission file number 001-12536

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

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

                     1175 North Service Road West, Suite 214
                        Oakville, Ontario, Canada L6M 2W1
                    (Address of principal executive offices)
                                 (905) 339-3439
                           (Issuer's telephone number)

                          SOUTHERN SOFTWARE GROUP, INC.

(Former name, former address and former fiscal year if changed since last year)

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of April 30, 2004 the issuer had
outstanding 11,487,221 shares of its common stock, par value $.0001 per share.

Transitional Small Business Disclosure Format (Check one): Yes | | No |X|

<PAGE>

                                TABLE OF CONTENTS

                               FORM 10-QSB REPORT

                                 March 31, 2004

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION
                                                                                                               PAGE
         Item 1. Financial Statements (unaudited)
<S>                                                                                                             <C>
                  Condensed Consolidated Balance Sheet
                      March 31, 2004 (unaudited) and December 31, 2003.................................          2

                  Condensed Consolidated Statement of Operations
                      for the three months ended March 31, 2004 (unaudited)............................          3

                  Condensed Consolidated Statement of Changes in Stockholders' Equity
                      for the three months ended March 31, 2004 (unaudited)............................          4

                  Condensed  Consolidated Statement of Cash Flows
                      for the three months ended March 31, 2004 (unaudited)............................          5

                  Notes to Condensed Consolidated Financial Statements (unaudited).....................          6

         Item 2. Management's Discussion and Analysis or Plan of Operation.............................         12

         Item 3. Controls and Procedures...............................................................         14

PART II - OTHER INFORMATION

         Item 2. Changes in Securities and Small Business Issuer Purchases of Equity Securities........         14

         Item 6. Exhibits and Reports on Form 8-K......................................................         15

SIGNATURES.............................................................................................         16
</TABLE>


                                       1
<PAGE>

PART I - FINANCIAL INFORMATION.

                      SECURED SERVICES, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                MARCH 31, 2004 (Unaudited) AND DECEMBER 31, 2003


<TABLE>
<CAPTION>
                                                                                March            December
                              ASSETS                                           31, 2004          31, 2003
                              ------                                         -----------       -----------
<S>                                                                          <C>               <C>
Current assets:
     Cash and cash equivalents                                               $   316,686       $   203,677
     Accounts receivable, net of allowance for doubtful
         accounts of $44,800 and $32,400                                         488,011           435,881
     Loans receivable from related parties                                       729,373           471,166
     Due from stockholder                                                         15,200            15,200
     Prepaid expenses and other current assets                                    76,397            22,325
                                                                             -----------       -----------
              Total current assets                                             1,625,667         1,148,249

Computer equipment, net of accumulated depreciation of
     $22,686 and $5,870                                                           98,005            63,677
Goodwill                                                                       2,808,429         2,808,429
Other intangible assets, net of accumulated amortization
     of $180,000 and $120,000                                                    540,000           600,000
                                                                             -----------       -----------

              Totals                                                         $ 5,072,101       $ 4,620,355
                                                                             ===========       ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------

Current liabilities:
     Current portion of note payable                                         $   350,214       $   345,013
     Accounts payable                                                            275,711           343,681
     Accrued expenses                                                            379,629           182,346
     Loan payable to stockholder                                                 250,050
     Deferred revenues                                                           301,078            38,372
                                                                             -----------       -----------
              Total current liabilities                                        1,556,682           909,412

Dividends payable in common stock                                                 33,423            33,423
Note payable, net of current portion                                             499,258           590,309
                                                                             -----------       -----------
              Total liabilities                                                2,089,363         1,533,144
                                                                             -----------       -----------

Commitments
Stockholders' equity:
     Preferred stock; par value $.0001 per share; 5,000,000 shares
         authorized; 2,000,000 shares of Series A convertible preferred
         stock issued and outstanding                                                200               200
     Common stock; par value $.0001 per share; 50,000,000 shares
         authorized; 10,920,947 and 9,299,723 shares issued and
         outstanding                                                               1,092               930
     Additional paid-in capital                                                5,792,209         4,682,571
     Subscriptions receivable                                                 (1,142,100)         (525,000)
     Accumulated deficit                                                      (1,673,118)       (1,075,945)
     Accumulated other comprehensive income                                        4,455             4,455
                                                                             -----------       -----------
              Total stockholders' equity                                       2,982,738         3,087,211
                                                                             -----------       -----------

              Totals                                                         $ 5,072,101       $ 4,620,355
                                                                             ===========       ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       2
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                        THREE MONTHS ENDED MARCH 31, 2004
                                   (Unaudited)

Revenues - sales and services                           $   531,065

Cost of revenues                                            147,502
                                                        -----------

Gross profit                                                383,563
                                                        -----------

Operating expenses:
     Selling, general and administrative                    742,559
     Research and development                               126,909
     Depreciation of computer equipment                       9,622
     Amortization of intangible assets                       60,000
                                                        -----------
         Total                                              939,090
                                                        -----------

Loss from operations                                       (555,527)

Interest expense, net of interest income of $1,219           11,647
                                                        -----------

Net loss                                                   (567,174)

Preferred stock dividend requirements                        30,000
                                                        -----------

Net loss applicable to common stock                     $  (597,174)
                                                        ===========

Loss per common share - basic and diluted               $      (.06)
                                                        ===========

Weighted average common shares outstanding                9,796,872
                                                        ===========

See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                Series A
                                               Convertible
                                            Preferred Stock          Common Stock         Additional
                                         ---------------------   --------------------      Paid-in      Subscriptions    Accumulated
                                             Shares     Amount     Shares     Amount       Capital       Receivable        Deficit
                                           ---------    ------   ----------   ------      ----------    -------------   ------------

<S>                                        <C>          <C>       <C>        <C>          <C>          <C>              <C>
Balance, January 1, 2004                   2,000,000    $200      9,299,723  $   930      $4,682,571   $   (525,000)    $(1,075,945)

Shares sold through private
   placements, net of costs
   of $110,840                                                    1,566,467      156       1,052,444       (792,100)

Proceeds from subscriptions
   receivable                                                                                               175,000

Shares issued for payment of
   accrued dividends on
   preferred stock                                                   14,757        2          29,998

Dividends declared on preferred
   stock                                                                                                                    (30,000)

Shares issued in exchange
   for services                                                      40,000        4          27,196

Net loss                                                                                                                   (567,173)
                                           ---------    ----     ----------   ------      ----------    -----------     -----------

Balance, March 31, 2004                    2,000,000    $200     10,920,947   $1,092      $5,792,209    $(1,142,100)    $(1,673,118)
                                           =========    ====     ==========   ======      ==========    ===========     ===========

<CAPTION>

                                               Accumulated
                                                  Other
                                              Comprehensive
                                                  Income          Total
                                                  ------        ----------

<S>                                              <C>            <C>
Balance, January 1, 2004                         $4,455         $3,087,211

Shares sold through private
   placements, net of costs
   of $110,840                                                     260,500

Proceeds from subscriptions
   receivable                                                      175,000

Shares issued for payment of
   accrued dividends on
   preferred stock                                                  30,000

Dividends declared on preferred
   stock                                                           (30,000)

Shares issued in exchange
   for services                                                     27,200

Net loss                                                          (567,173)
                                                 ------         ----------

Balance, March 31, 2004                          $4,455         $2,982,738
                                                 ======         ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                        THREE MONTHS ENDED MARCH 31, 2004
                                   (Unaudited)

Operating activities:
     Net loss                                                     $(567,173)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
         Depreciation                                                 9,622
         Amortization of intangible assets                           60,000
         Provision for bad debts                                     12,400
         Deferred revenues                                          262,706
         Common stock issued for services                            27,200
         Changes in operating assets and liabilities:
              Accounts receivable                                   (64,530)
              Prepaid and other current assets                      (54,072)
              Accounts payable                                      (67,970)
              Accrued expenses                                      197,283
                                                                  ---------
                  Net cash used in operating activities            (184,534)
                                                                  ---------

Investing activities:
     Loans to related parties, net                                 (258,207)
     Purchases of computer equipment                                (43,950)
                                                                  ---------
                  Net cash used in investing activities            (302,157)
                                                                  ---------

Financing activities:
     Repayments of note payable                                     (85,850)
     Proceeds from loan payable to stockholder                      250,050
     Proceeds from subscriptions receivable for common stock        175,000
     Proceeds from private placements of common stock, net          260,500
                                                                  ---------
                  Net cash provided by financing activities         599,700
                                                                  ---------

Net increase in cash and cash equivalents                           113,009

Cash, beginning of period                                           203,677
                                                                  ---------

Cash, end of period                                               $ 316,686
                                                                  =========

Supplementary disclosure of cash flow information:
     Interest paid                                                $  11,647
                                                                  =========

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Basis of presentation:

            In the opinion of management, the accompanying unaudited condensed
            consolidated financial statements reflect all adjustments,
            consisting of normal recurring accruals, necessary to present fairly
            the financial position of Secured Services, Inc. ("SSI") and its
            subsidiary (the "Company") as of March 31, 2004, and the Company's
            results of operations, changes in stockholders' equity and cash
            flows for the three months then ended. Information included in the
            condensed consolidated balance sheet as of December 31, 2003 has
            been derived from the audited consolidated financial statements of
            the Company as of December 31, 2003 and the period from April 28,
            2003 (date of inception) to December 31, 2003 included in the
            Company's Annual Report on Form 10-KSB (the "10-KSB") for the year
            ended December 31, 2003 that was previously filed with the SEC.
            Pursuant to the rules and regulations of the United States
            Securities and Exchange Commission (the "SEC"), certain information
            and disclosures normally included in financial statements prepared
            in accordance with accounting principles generally accepted in the
            United States of America have been condensed in or omitted from
            these financial statements. Accordingly, these unaudited condensed
            consolidated financial statements should be read in conjunction with
            the audited consolidated financial statements included in the
            10-KSB.

            As further explained in Notes 1 and 3 to the consolidated financial
            statements in the Form 10-KSB, SSI was a privately-held company that
            had been formed on April 28, 2003 primarily to acquire two
            businesses and certain assets related to those businesses. SSI had
            no operating business activities until it completed those
            acquisitions and certain related transactions on, effectively, July
            18, 2003. The acquisitions of those businesses were accounted for as
            purchases by SSI. Under the purchase method of accounting, the
            results of operations of those businesses were combined with the
            results of operations of SSI commencing on July 1, 2003, which was
            deemed to be the effective date for the completion of the
            acquisitions for accounting purposes. Accordingly, comparative
            statements of operations and cash flows for the three months ended
            March 31, 2003 are not presented in this quarterly report.

            The results of operations for the three months ended March 31, 2004
            are not necessarily indicative of the results to be expected for the
            year ending December 31, 2004 or any other subsequent period.

Note 2 - Business operations:

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


                                       6
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Business operations (concluded):

            The Company's revenues are derived from its core product,
            Identiprise, which provides identity and access management to a
            broad range of technology environments. The Company also offers
            various levels of consulting and support services that enable
            customers to identify and manage security issues and practices.

            The Company's products are generally sold on a perpetual license
            basis. Customers enter into an annual support agreement for their
            software license at the time of initial purchase and typically renew
            this support agreement annually. The support agreement entitles
            customers to software upgrades and support. The Company's
            professional services group provides customers with project
            management, architecture and design, custom development services and
            training.

Note 3 - Earnings (loss) per common share:

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

            Since the Company had a net loss for the three months ended March
            31, 2004, the assumed effects of the exercise of options and
            warrants outstanding at March 31, 2004 for the purchase of 2,237,061
            shares of common stock and the conversion of 2,000,000 shares of
            Series A convertible preferred stock into an equivalent number of
            shares of common stock would have been anti-dilutive.


                                       7
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Related party transactions and balances:

            The Company had loans receivable of $729,373 as of March 31, 2004
            arising from aggregate cash advances made to companies in which one
            of the founders of the Company holds indirect ownership interests.
            During the three months ended March 31, 2004, the Company made sales
            of $100,673 to, and as of March 31, 2004 it had accounts receivable
            of $322,045 from, one of the related companies. As of March 31,
            2004, accounts payable included $81,623 owed to one of the related
            companies. The balances receivable from and payable to the related
            companies as of March 31, 2004 are noninterest bearing and are
            expected to be repaid within one year in the ordinary course of
            business and, accordingly, they have been classified as current
            assets and liabilities in the accompanying condensed consolidated
            balance sheet. The accounts payable owed to the related company are
            secured by 500,000 shares of the Company's common stock.

            The loan payable to stockholder of $250,050 at March 31, 2004 arose
            from borrowings during the three months ended March 31, 2004 that
            are due in June 2004 together with interest at 6%.

Note 5 - Stockholders' equity:

          Preferred stock:

            As of March 31, 2004, the Company was authorized to issue up to
            5,000,000 shares of preferred stock with a par value of $.0001 per
            share. Under the Company's Articles of Incorporation, the Board of
            Directors, within certain limitations and restrictions, can fix or
            alter preferred stock dividend rights, dividend rates, conversion
            rights, voting rights and terms of redemption, including redemption
            prices and liquidation preferences.

            During the period from April 28, 2003 to December 31, 2003, the
            Company issued 2,000,000 shares of Series A convertible preferred
            stock as part of the consideration for the purchase of a business
            (see Note 3 in the Form 10-KSB). Each share can be converted to one
            share of common stock and has voting rights similar to common stock.

            In addition, each share of Series A convertible preferred stock
            earns a quarterly dividend of 6% which is payable in shares of the
            Company's common stock based on the average trading price of the
            Company's common stock over a specified period. During the three
            months ended March 31, 2004, dividends of $30,000 accrued as of
            December 31, 2003 were paid through the issuance of 14,757 shares of
            common stock. Quarterly dividends aggregating $30,000 were declared
            during the three months ended March 31, 2004, remained accrued as of
            March 31, 2004 and were paid through the issuance of 13,274 shares
            of common stock on April 1, 2004.


                                       8
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Stockholders' equity (concluded):

          Private placements of common stock and warrants:

            During the three months ended March 31, 2004, the Company completed
            the sale of 467,822 units at $2.25 per unit from which it will
            receive gross proceeds of $1,052,600 through a private placement
            intended to be exempt from registration under the Securities Act of
            1933 (the "Act"). Each unit consisted of three shares of common
            stock and one warrant to purchase one share of common stock that is
            exercisable at $1.50 per share through March 2006 and, accordingly,
            the Company issued a total of 1,403,466 shares of common stock and
            warrants to purchase 467,822 shares of common stock as a result of
            the private placement. The Company received proceeds of $260,500
            from the sale prior to March 31, 2004. The receivable for the
            remaining balance of $792,100 was included in subscriptions
            receivable at March 31, 2004.

            The Company incurred $110,800 of costs in connection with the
            private placement and issued 163,000 shares of common stock and
            warrants to purchase 51,866 shares of common stock to consultants
            who assisted in the private placement. Each warrant is exercisable
            at $1.50 per share through March 2006.

          Shares issued for services:

            During the three months ended March 31, 2004, the Company issued
            40,000 shares of common stock to key employees for services and
            recognized compensation expense of $27,000 based on the fair value
            of the shares issued. The issuances of these shares were noncash
            transactions and, accordingly, they are not reflected in the
            accompanying condensed consolidated statement of cash flows.

Note 6 - Stock options and warrants:

            Information related to the Company's stock options is included in
            Note 8 in the 10-KSB. A summary of stock option activity during the
            three months ended March 31, 2004 follows:

                                                            Weighted-
                                                            Average
                                                            Exercise
                                               Shares        Price
                                               ------       --------

             Outstanding January 1, 2004       326,619       $2.34

             Granted                           218,000       $1.81

             Forfeited                         (15,722)      $5.81
                                               -------

             Outstanding, March 31, 2004       528,897       $2.12
                                               =======
             Exercisable, March 31, 2004        35,897       $5.35
                                               =======       =====


                                       9
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Stock options and warrants (continued):

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

            Since the Company has elected to continue to use the intrinsic value
            method of accounting prescribed by APB 25 in accounting for its
            stock options granted to employees and the exercise price of all of
            the options granted to employees has been equal to or greater than
            the fair market value at the date of grant, no earned or unearned
            compensation cost has been recognized in the accompanying condensed
            consolidated financial statements for stock options granted to
            employees. However, there was no material difference between the
            Company's historical net loss applicable to common stock and loss
            per common share and pro forma net loss applicable to common stock
            and loss per share for the three months ended March 31, 2004
            assuming compensation cost had been determined based on the fair
            value of the options at the date of grant and amortized over the
            vesting period consistent with the provisions of SFAS 123.

            To determine pro forma net loss applicable to common stock, the fair
            value of each option granted was estimated on the date of grant
            using the Black-Scholes option-pricing model. The following
            weighted-average assumptions were used for determining the fair
            value of options granted during the three months ended March 31,
            2004:

             Risk-free interest rate                         4%

             Expected option lives                           10 years

             Expected volatility                             41%

             Expected dividend yields                        0%


                                       10
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Stock options and warrants (concluded):

            A summary of warrant activity for the three months ended March 31,
            2004 follows:

                                                                        Weighted
                                                                        Average
                                                                        Exercise
                                                       Amount            Price
                                                     ----------         --------

            Outstanding, January 1, 2004              1,188,476          $1.79

            Issued in conjunction with private
              placements (Note 5)                       519,688          $1.50
                                                     ----------          -----

            Outstanding, March 31, 2004               1,708,164          $1.71
                                                     ==========          =====

Note 7 - Income taxes:

            As of March 31, 2004, the Company had Federal and Canadian net
            operating loss carryforwards of approximately $1,610,000 and
            $41,000, respectively. The net operating loss carryforwards are
            available to reduce future Federal and Canadian taxable income
            through their expiration in 2023 and 2009, respectively. Due to
            uncertainties related to, among other things, the timing and amount
            of future taxable income and potential changes in control, the
            Company offset net deferred tax assets of $660,000 arising primarily
            from the benefits of net operating loss carryforwards by an
            equivalent valuation allowance as of March 31, 2004. The Company had
            also offset such benefits through a valuation allowance in the
            period from April 28, 2003 (date of inception) to December 31, 2003
            (see Note 9 in the Form 10-KSB). Accordingly, the Company did not
            recognize any credits for income taxes in the accompanying condensed
            consolidated statement of operations to offset its pre-tax losses.

Note 8 - Subsequent events:

            On May 11, 2004, the Company completed the sale of 5,384,623 shares
            of common stock at $1.30 per share and received gross proceeds of
            $7,000,000 through a private placement intended to be exempt from
            registration under the Act. In addition, the investors received
            warrants to purchase 1,346,155 shares of common stock that are
            exercisable at $1.96 per share through May 2009.


                                       11
<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation

The following discussion of our financial condition and results of operations
should be read in conjunction with the financial statements and related notes to
the financial statements included elsewhere in this quarterly report. The
following discussion regarding us and our business and operations contains
forward-looking statements. Such statements consist of any statement other than
a recitation of historical fact and can be identified by the use of such
forward-looking terminology such as "may," "expect," "anticipate," "estimate" or
"continue" or the negative thereof or other variations thereon, or comparable
terminology. The reader is cautioned that all forward-looking statements are
necessarily speculative and there are certain risks and uncertainties that could
cause actual events or results to differ materially from those referred to in
such forward-looking statements.

Overview

      Secured Services, Inc. provides security software solutions that securely
manage access to enterprise information assets by persons and business
processes. Our software help companies ensure that only those people or business
processes that are entitled to access corporate resources and applications can
access them. In addition, our products provide an automated way to grant, modify
or revoke account access to applications and resources. Our core product, the
Identiprise(TM) software system, provides identity and access management to a
broad range of technology environments, including all Web, client server and
mainframe environments. It specifically allows one user-id and password to grant
access to all of a customer's applications.

      We also offer various levels of consulting and support services that
enable our customers to identify and manage security issues and practices. As
part of these services our professional services group provides customers with
architecture and design, custom development services, training and project
management for projects for seeking to protect their information assets.

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

As further explained in Notes 1 and 3 to the consolidated financial statements
in the Form 10-KSB, SSI was a privately-held company that had been formed on
April 28, 2003 primarily to acquire two businesses and certain assets related to
those businesses. SSI had no operating business activities until it completed
those acquisitions and certain related transactions on, effectively, July 18,
2003. The acquisitions of those businesses were accounted for as purchases by
SSI. Under the purchase method of accounting, the results of operations of those
businesses were combined with the results of operations of SSI commencing on
July 1, 2003, which was deemed to be the effective date for the completion of
the acquisitions for accounting purposes. Accordingly, comparative statements of
operations and cash flows for the three months ended March 31, 2003 are not
presented in this quarterly report.

Results of Operations

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

                                                        Three months
                                                           ended
                                                         March 31,
                                                           2004

      Revenues ...................................        100.0%
      Cost of revenues ...........................         28.0%
      Gross profit ...............................         72.0%
      Selling, general and administrative expenses        140.0%
      Research and development ...................         24.0%
      Depreciation and amortization ..............         13.0%
      Total operating costs and expenses .........        177.0%
      Loss from operations .......................        105.0%
      Interest expense, net ......................          2.0%
      Net loss ...................................        107.0%


                                       12
<PAGE>

Critical Accounting Policies and Estimates

The preparation of the consolidated financial statements requires management to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and the related disclosure of contingent
assets and liabilities. Management bases its estimates and judgments on
historical experience and on various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are
not readily apparent from other sources. Management continuously evaluates its
estimates and judgments, and actual results may differ from these estimates
under different assumptions or conditions.

Those estimates and judgments that were most critical to the preparation of the
financial statements involved revenue recognition, recognition of impairment and
software development costs as further explained in our Annual Report on Form
10-KSB for the period from April 28, 2003 (Date of inception) to December 31,
2003.

Revenues. The revenues for the three months ended March 31, 2004 totaled
$531,000. Identiprise sales totaled $254,000 and other Consulting Services
totaled $277,000. We believe that these results were satisfactory for the first
quarter of 2004 after the repositioning of our product and services in providing
information security solutions to major businesses. We also believe that as
spending on Information Technology (IT) increases, together with our increased
investment in sales and marketing efforts and recent release of our new version
of Identiprise we are well positioned for growth in the future.

Cost of Revenues. The total cost of revenues for the three months ended March
31, 2004 was $147,000, or 28% of our revenues. Cost of Revenues consist of
$115,000 mainly of payroll and related expenses associated with our consulting
services and $32,000 related to software licenses in connection with previously
installed Identiprise.

Gross Profit. Our Gross Profit approximated $384,000 or 72%. This represents a
5% increase from the period from July 1, 2003 to December 31, 2003 primarily due
to the increase in our revenue.

Research and Development. The cost associated with our research and development
efforts totaled $127,000 for the three ended March 31, 2004. These costs
represent approximately 24% of our revenues and enabled us to improve our
Identiprise product. We believe that Research and Development costs in the
future will increase to further enhance our Identiprise software system in
response to our customers' request; we further believe that this investment will
lead to increases in revenues and profitability.

Selling, General and Administrative. Selling, General and Administrative
expenses totaled $743,000 for the three months ended March 31, 2004. These costs
include a rapid build up of compensation costs for sales and marketing personnel
together with the initial marketing costs for developing sales literature to
maximize our new sales and marketing initiatives. We believe that this cost as a
percentage of revenue will decrease in future periods as our fixed expense
growth decreases as sales increase leading to enhance profitability.

Depreciation and Amortization. The costs for depreciation and amortization
amounted to $69,620 for the three months ended March 31, 2004 and represented
primarily amortization of intangible assets acquired in connection with the
acquisition of our business operations in July 2003.

Interest Expense. Interest expense during the three months ended March 31, 2004
approximated $12,000 and related primarily to the obligation owing to VASCO Data
Security International, Inc. in accordance with the terms of the purchase of our
Identiprise software system.

Liquidity and Capital Resources

At March 31, 2004, we had current assets totaling $1,626,000. These include cash
and cash equivalents in the amount of $317,000, accounts receivable of $
488,000, and amounts due from affiliated companies of $729,000 and other
receivables of $92,000. Cash investments are limited to investment grade
marketable securities with maturities of less than 12 months. In May 2004 we
raised an additional $7,000,000 from a private placement to U.S. financial
institutional and accredited investors of our common stock and 5-year warrants
to purchase our common stock as further described below.

Cash used in operations totaled approximately $184,000 for the three months
ended March 31, 2004 due primarily to financing our net loss which includes our
increasing investment in our sales and marketing efforts.

Cash provided by financing activities for the three months ended March 31, 2004
totaled $600,000 which includes proceeds from a private placement in March 2004
offset by approximately $86,000 used to repay a note payable and related
financing fees.

Cash used in investing activities approximated $302,000 of which $258,000 was
advanced to a related entity and $44,000 was utilized to acquire computer
equipment.

We believe that this financing is sufficient to allow us to establish a
successful enterprise in the intended market. We expect the agreements with our
current business partners to produce revenues in the year ending December 31,
2004 and we are currently in discussions with several additional companies to
provide services. There is no assurance, however, that our Identiprise software
system will be launched as planned

On May 10, 2004, we raised an additional $7 million in a private placement to
U.S. financial institutional and accredited investors of 5,384,623 shares of our
common stock, $.0001 par value per share, and 5-year warrants to purchase
1,346,155 shares of our common stock at an exercise price of $1.96 per share.
The proceeds from the private placement will fund working capital and expand
sales and marketing for Identiprise.

We believe that our current cash balances, the anticipated cash generated from
operations, including the realization of deferred revenue which is recorded as a
current liability, deposits that will be received in future quarters on orders
and the impact of obtaining additional equity financing, will be sufficient to
meet our anticipated cash needs over the next twelve months.

There is substantial risk, however, that we may not be able to either obtain
additional financing or the revenue growth and cash receipts will not be
sufficient to generate the funds needed to repay the debt to VASCO within the
terms of the existing agreement. If we are unable to meet our revenue and cash
goals and also unable to either renegotiate the terms of the agreement with
VASCO, we may need to significantly reduce our workforce, sell certain of its
assets, enter into strategic relationships or business combinations, discontinue
some or all of our operations, or take other similar restructuring actions.
While we expect that these actions would result in a reduction of recurring
costs, they also may result in a reduction of recurring revenues and cash
receipts. It is also likely that we would incur substantial non-recurring costs
to implement one or more of these restructuring actions.


                                       13
<PAGE>

Item 3. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Secured Services' management,
with the participation of its chief executive officer and the chief financial
officer, carried out an evaluation of the effectiveness of Secured Services'
"disclosure controls and procedures" (as defined in the Securities Exchange Act
of 1934 (the "Exchange Act") Rules 13a-15(e) and 15-d-15(e)) as of the end of
the period covered by this quarterly report (the "Evaluation Date"). Based upon
that evaluation, its chief executive officer and the chief financial officer
concluded that, as of the Evaluation Date, Secured Services' disclosure controls
and procedures are effective, providing them with material information relating
to Secured Services as required to be disclosed in the reports Secured Services
files or submits under the Exchange Act on a timely basis.

Changes in Internal Control over Financial Reporting. There were no changes in
Secured Service's internal controls over financial reporting, known to the chief
executive officer or the chief financial officer that occurred during the period
covered by this report that has materially affected, or is reasonably likely to
materially affect, Secured Services' internal control over financial reporting.

                           PART II--OTHER INFORMATION

Item 2. Changes in Securities and Small Business Issuer Purchases of Equity
Securities.

Recent Sales of Unregistered Securities

      In January, 2004, we sold an aggregate of 186,757 shares of our common
stock as follows:

      (i)   40,000 to our Chief Financial Officer for services rendered. The
            sale of these shares was exempt from registration, as it was a
            non-public offering made pursuant to Sections 4(2) and 4(6) of the
            Securities Act of 1933, as amended;

      (ii)  14,757 shares to VASCO Data Security International, Inc, in payment
            of dividend due on the outstanding shares of our Series A
            Convertible Preferred Stock for the quarter ended December 31, 2003.
            The sale of these shares was exempt from registration, as it was a
            non-public offering made pursuant to Sections 4(2) and 4(6) of the
            Securities Act of 1933, as amended; and

      (iii) 108,000 shares to Corporate Capital Management and 24,000 shares to
            Capital Market Relations as compensation for consultation services
            rendered. The sale of these shares was exempt from registration, as
            it was a non-public offering made pursuant to Section 4(2) of the
            Securities Act of 1933, as amended.

      In March, 2004, we sold an aggregate of 467,823 units at $2.25 per unit,
in our January 2004 private placement, raising gross proceeds of approximately
$913,000. Each unit consists of 3 shares of our common stock and one 3-year
common stock purchase warrant with an exercise price of $1.50. The sale of these
shares was exempt from registration, as it was a non-public offering made
pursuant to Regulation D, Regulation S and Sections 4(2) and 4(6) of the
Securities Act of 1933, as amended. During this month, we also issued 31,000
shares of our common stock to Corporate Capital Management as compensation for
services rendered. The sale of these shares was exempt from registration, as it
was a non-public offering made pursuant to Section 4(2) of the Securities Act of
1933, as amended.


                                       14
<PAGE>

      On May 10, 2004 we raised approximately $7 million from funds managed by
033 Asset Management, L.L.C. and 8 other institutional accredited investors
through the sale of 5,384,623 shares of common stock and 5-year warrants to
purchase 1,346,156 shares of common stock at $1.96 per share. The proceeds of
this financing will be used for sales and marketing, research and development,
government certification, finance and administration and working capital. The
securities were sold pursuant to exemptions from registration under the
Securities Act of 1933, as amended pursuant to Section 4(2) and Regulation D
thereunder.

Item 6. Exhibits and Reports on Form 8-K

a.    Exhibits:

<TABLE>
<CAPTION>
       Exhibit No.      Description
       -----------      -----------
<S>                     <C>
         31.1           Chief Executive Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
         31.2           Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002*
         32.1           Chief Executive Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
         32.2           Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002*
</TABLE>

b.    Reports on Form 8-K:

      None.


                                       15
<PAGE>

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                       Secured Services, Inc

                                       (Registrant)

Date       May 17, 2004                /s/ King T. Moore
       --------------------            -----------------
                                       King T. Moore
                                       President and Chief Executive Officer

Date       May 17, 2004                /s/ John G. Day
       --------------------            -----------------
                                       John G. Day
                                       Chief Financial Officer
                                       (Principal Financial Officer)


                                       16