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 September 30, 2003

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

      For the transition period from _________________ to _________________

                        Commission file number 001-12536

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

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

                     1175 North Service Road West, Suite 214
                        Oakville, Ontario, Canada L6M 2W1
                    (Address of principal executive offices)
                                 (905) 339-3439
                           (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 October 31, 2003 the issuer had
outstanding 7,198,290 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

                               September 30, 2003

PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                                                PAGE
<S>                                                                                               <C>
         Item 1. Financial Statements (unaudited)

                 Condensed consolidated Balance Sheet
                     September 30, 2003 (unaudited)...............................................3

                 Condensed consolidated Statements of Operations for the period from
                     April 28, 2003 (Date of inception) to September 30, 2003,
                     and the three months ended September 30, 2003 (Unaudited)....................4

                 Condensed consolidated Statement of Changes in Stockholders' Equity
                     for the period from April 28, 2003 (Date of inception) to
                     September 30, 2003 (Unaudited)...............................................5

                 Condensed consolidated Statement of Cash Flows for the period from
                   April 28, 2003 (Date of inception) to September 30, 2003
                   (Unaudited)....................................................................6

                 Notes to condensed consolidated financial statements (Unaudited).................7

         Item 2. Management's Discussion and Analysis or Plan of Operation........................20

         Item 3. Controls and Procedures..........................................................22

PART II - OTHER INFORMATION

         Item 1. Legal Proceedings................................................................23

         Item 2. Changes in Securities and Use of Funds...........................................23

         Item 3. Defaults Upon Senior Securities..................................................24

         Item 4. Submission of Matters to a Vote of Security Holders..............................24

         Item 5. Other Information................................................................24

         Item 6. Exhibits and Reports on Form 8-K.................................................24

SIGNATURES........................................................................................25
</TABLE>


                                       2
<PAGE>

Item 1. Financial Statements (unaudited)

                      SECURED SERVICES, INC. AND SUBSIDIARY

                      CONDENSED CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2003
                                   (Unaudited)

                                     ASSETS

Current assets:
     Cash                                                          $   226,216
     Accounts receivable, net                                          469,198
     Prepaid expenses and other current assets                         450,412
                                                                   -----------
              Total current assets                                   1,145,826

Computer equipment, net of accumulated depreciation of $5,870           64,573
Goodwill                                                             2,780,447
Other intangibles assets, net                                          660,000
                                                                   -----------

              Total                                                $ 4,650,846
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of notes payable                              $   389,889
     Accounts payable                                                  447,179
     Accrued expenses                                                  183,609
     Deferred revenues                                                  89,924
                                                                   -----------
              Total current liabilities                              1,110,601

Notes payable, net of current portion                                  678,508
                                                                   -----------
              Total liabilities                                      1,789,109
                                                                   -----------

Commitments

Stockholders' equity:
     Series A convertible preferred stock; par value $.0001 per
         share; 5,000,000 shares authorized; 2,000,000 shares
         issued and outstanding                                            200
     Common stock; par value $.0001 per share; 50,000,000 shares
         authorized; 6,996,271 shares issued and outstanding               700
     Additional paid-in capital                                      3,289,805
     Accumulated deficit                                              (428,968)
                                                                   -----------
              Total stockholders' equity                             2,861,737
                                                                   -----------

              Total                                                $ 4,650,846
                                                                   ===========

See Notes to Condensed Consolidated Financial Statements.


                                       3
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO
                  SEPTEMBER 30, 2003 AND THE THREE MONTHS ENDED
                               SEPTEMBER 30, 2003
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   Period from
                                                  April 28, 2003
                                              (Date of Inception) to    Three Months Ended
                                                September 30, 2003      September 30, 2003
                                                ------------------      ------------------
<S>                                                 <C>                     <C>
Revenues - services                                 $   477,041             $   477,041

Cost of revenues                                        123,757                 123,757
                                                    -----------             -----------

Gross profit                                            353,284                 353,284
                                                    -----------             -----------

Operating expenses:
     Selling, general and administrative                610,407                 356,373
     Research and development                            90,886                  90,886
     Depreciation and amortization                       65,870                  65,870
                                                    -----------             -----------
         Totals                                         767,163                 513,129
                                                    -----------             -----------

Loss from operations                                   (413,879)               (159,845)

Interest expense, net                                    15,089                  15,089
                                                    -----------             -----------

Net loss                                            $  (428,968)            $  (174,934)
                                                    ===========             ===========

Loss per share - basic and diluted                  $      (.06)            $      (.02)
                                                    ===========             ===========

Weighted average shares outstanding                   6,623,470               8,547,660
                                                    ===========             ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       4
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
      PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003
                                   (Unaudited)

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

Shares sold through private placement,
     net of expenses of $145,716                                   1,833,333       183         854,101                      854,284

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

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

Effects of issuance of common stock
     in exchange for services                                        254,004        26         189,793                      189,819

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

Net loss                                                                                                   $(428,968)      (428,968)
                                           ---------     ----      ---------      ----      ----------     ---------     ----------

Balance, September 30, 2003                2,000,000     $200      6,996,271      $700      $3,289,805     $(428,968)    $2,861,737
                                           =========     ====      =========      ====      ==========     =========     ==========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       5
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
PERIOD FROM APRIL 28, 2003 (DATE OF INCEPTION) TO SEPTEMBER 30, 2003 (Unaudited)

<TABLE>
<S>                                                                    <C>
Operating activities:
     Net loss                                                          $  (428,968)
     Adjustments to reconcile net loss to net cash used in
         operating activities:
         Depreciation and amortization                                      65,870
         Provision for bad debts                                             9,000
         Deferred revenues                                                  (3,865)
         Common stock issued for services                                  189,819
         Changes in operating assets and liabilities:
              Accounts receivable                                         (291,515)
              Prepaid expenses and other current assets                   (450,412)
              Accounts payable                                             223,184
              Accrued expenses                                             138,216
                                                                       -----------
                  Net cash used in operating activities                   (548,671)
                                                                       -----------

Financing activities:
     Repayments of notes payable                                           (79,697)
     Proceeds from issuance of common stock to founders                        300
     Proceeds from private placement                                     1,000,000
     Fees paid in connection with private placement                       (145,716)
                                                                       -----------
                  Net cash provided by financing activities                774,887
                                                                       -----------

Net increase in cash and cash balance, end of period                   $   226,216
                                                                       ===========

Supplemental disclosure of cash flow information:
     Interest paid                                                     $    15,089
                                                                       ===========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.


                                       6
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and business operations:

            On July 18, 2003, Secured Services, Inc. ("SSI") completed a merger
            (the "Merger") with Southern Software Group, Inc. ("SSGI"), a
            publicly-held company with no operating business activities as of
            that date. SSI was a privately-held company that had been formed on
            April 28, 2003 to acquire two operating businesses. SSI had no
            operating business activities until it completed those acquisitions
            on, effectively, July 18, 2003 as described below and in Note 4. The
            Merger was effected pursuant to an Agreement and Plan of Merger (the
            "Merger Agreement") that was also executed on July 18, 2003 by and
            between SSGI, SSGI Acquisition Corp. ("Newco"), a newly-formed,
            wholly-owned subsidiary of SSGI, and SSI. Pursuant to the Merger
            Agreement, Newco merged with and into SSI; SSI became the surviving
            corporation; SSI changed its name to SSI Operating Corp.; SSGI
            became authorized to issue shares of Series A Convertible Preferred
            Stock; and SSGI changed its name to Secured Services, Inc.

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

            As conditions for the completion of the Merger, SSI was required to
            have consummated the acquisition of the operating assets related to,
            and the business operations of, the VACMAN Enterprise product line
            ("Vacman") of Vasco Data Security International, Inc. ("Vasco"), the
            acquisition of certain assets related to, and the business
            operations of, Dolfin.com, Inc. ("Dolfin") and a private offering of
            its common stock from which it would have received at least
            $1,000,000. Those acquisitions and the private placement were also
            completed on or about July 18, 2003 (see Notes 4 and 8). Vacman
            designs, develops, markets and supports security products and
            services that manage user access and single sign-on to web,
            client/server and legacy applications in one integrated system for
            corporate and government customers. Dolfin markets and supports
            security products and services that manage data security across
            integrated systems of corporate customers.


                                       7
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Organization and business operations (concluded):

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

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

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

Note 2 - 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 the Company as of September 30, 2003, its
            results of operations and cash flows for the period from April 28,
            2003 to September 30, 2003 and for the three months ended September
            30, 2003 and its changes in stockholders' equity for the period from
            April 28, 2003 to September 30, 2003. 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 historical and pro
            forma financial statements included in the Company's Current Report
            on Form 8-K/A dated July 18, 2003, as amended, that was previously
            filed with the SEC.

            The results of operations for the periods from April 28, 2003 to
            September 30, 2003 and for the three months ended September 30, 2003
            are not necessarily indicative of the results to be expected for any
            subsequent period.


                                       8
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting policies:

      Fiscal year:

            The Company's fiscal year will end on December 31st.

      Principles of consolidation:

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

      Use of estimates:

            The preparation of financial statements in conformity with
            accounting principles generally accepted in the United States of
            America requires management to make estimates and assumptions that
            affect certain reported amounts and disclosures. Accordingly, actual
            results could differ from those estimates.

      Software development costs:

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

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

            The Company did not capitalize any software development costs during
            the period from April 28, 2003 to September 30, 2003.

      Computer equipment:

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


                                       9
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting policies (continued):

      Goodwill:

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

      Other intangible assets:

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

      Recognition of impairment:

            Goodwill and other intangible assets with indefinite useful lives
            are subject to reduction when their carrying amounts exceed their
            estimated fair values based on impairment tests that are required to
            be made annually or more frequently under certain circumstances.
            Fair values are determined based on models that incorporate
            estimates of future profitability and cash flows. The Company
            intends to perform its annual impairment test during the three
            months ending December 31, 2003.

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


                                       10
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting policies (continued):

      Revenue recognition:

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

      Income taxes:

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

      Concentrations of credit risk:

            Financial instruments which potentially subject the Company to
            concentrations of credit risk consist primarily of cash and accounts
            receivable. The Company deposits its cash with high-quality
            financial institutions. At times, the Company's cash balances exceed
            the amount insured by the Federal Deposit Insurance Corporation of
            $100,000. At September 30, 2003, the Company had cash with one bank
            that exceeded the amount insured by approximately $127,000.

            The Company generally extends credit to its customers without
            obtaining collateral. The Company reduces its exposure to credit
            risk by closely monitoring the extension of credit to its customers
            while maintaining appropriate allowances for potential credit losses
            based on its history of past write-offs (including periods prior to
            the acquisitions of Vacman and Dolfin), current economic conditions
            and its evaluation of the credit risk related to specific customers.
            Accordingly, management does not believe that the Company was
            exposed to significant credit risk at September 30, 2003.


                                       11
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting policies (continued):

      Net 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" ("SFAS 128"). 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 denominator 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, were issued during
            the period and the treasury stock method had been applied. The
            rights of the Company's preferred and common stockholders are
            substantially equivalent. The Company has included the 2,000,000
            shares of Series A Convertible Preferred Stock issued in connection
            with the acquisition of Vacman as outstanding from the date of their
            issuance in the weighted average number of shares outstanding in the
            computation of basic loss per share for the period from April 28,
            2003 to September 30, 2003 and the three months ended September 30,
            2003 in accordance with the "two class" method of computing earnings
            (loss) per share set forth in SFAS 128.

            Since the Company had net losses for the period from April 28, 2003
            to September 30, 2003 and the three months ended September 30, 2003,
            the assumed effects of the exercise of options and warrants to
            purchase 407,042 shares of common stock outstanding at September 30,
            2003 would have been anti-dilutive.

      Advertising:

            The Company expenses the cost of advertising and promotions as
            incurred. Advertising costs charged to operations were immaterial
            for the period from April 28, 2003 to September 30, 2003 and the
            three months ended September 30, 2003.

      Research and development costs:

            The Company expenses research and development costs as incurred.


                                       12
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - Summary of significant accounting policies (concluded):

      Stock-based compensation:

            In accordance with the provisions of Accounting Principles Board
            Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB
            25"), the Company will recognize compensation costs as a result of
            the issuance of stock options to employees, including directors,
            based on the excess, if any, of the fair value of the underlying
            stock at the date of grant or award (or at an appropriate subsequent
            measurement date) over the amount the employees must pay to acquire
            the stock (the "Intrinsic Value Method"). However, the Company will
            not be required to recognize compensation expense as a result of any
            grants to employees at an exercise price that is equal to or greater
            than fair value. The Company will also make pro forma disclosures,
            as required by Statement of Financial Accounting Standards No. 123,
            "Accounting for Stock-Based Compensation" ("SFAS 123"), as amended,
            of net income or loss as if a fair value based method of accounting
            for stock options had been applied if such amounts differ materially
            from the historical amounts.

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


                                       13
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Business acquisitions:

            As explained in Note 1, SSI completed the acquisition of certain
            assets and the business of Vacman on, effectively, July 1, 2003. The
            acquisition was accounted for as a purchase. Accordingly, the
            accompanying condensed consolidated statements of operations include
            the results of operations of Vacman from the date of acquisition.
            The total cost for the purchase of Vacman was $3,073,094, which was
            comprised of (i) a note issued to the owner of Vacman in the
            principal amount of $1,073,094 that was payable in 36 monthly
            installments, including interest at 6%, and (ii) 2,000,000 shares of
            Series A Convertible Preferred Stock issued to the owner of Vacman
            with an approximate fair value of $2,000,000, or $1.00 per share.

            The cost of the acquisition of Vacman was allocated to the
            identifiable assets acquired (including identifiable intangible
            assets comprised of customer lists and technology) and liabilities
            assumed based on their fair values with the excess of the cost over
            the fair value of the identifiable net assets allocated to goodwill
            as follows:

                  Accounts receivable                $   104,546
                  Computer equipment                      65,698
                  Goodwill                             2,287,396
                  Other intangible assets                720,000
                  Accrued expenses                       (10,757)
                  Deferred revenues                      (93,789)
                                                     -----------

                      Net assets acquired            $ 3,073,094
                                                     ===========

            As explained in Note 1, SSI completed the acquisition of Dolfin on,
            effectively, July 1, 2003. The acquisition was accounted for as a
            purchase. Accordingly, the accompanying condensed consolidated
            statements of operations include the results of operations of Dolfin
            from the date of acquisition. The total cost for the purchase was
            $375,000 which was comprised of the fair value of 500,000 shares of
            common stock issued to the owners of Dolfin with an estimated fair
            value of $.75 per share.


                                       14
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Business acquisitions (continued):

            The cost of the acquisition of Dolfin was allocated to the
            identifiable assets acquired and liabilities assumed based on their
            fair values with the excess of the cost over the fair value of the
            identifiable net assets allocated to goodwill as follows:

                  Accounts receivable                 $  82,137
                  Computer equipment                      4,745
                  Goodwill                              493,051
                  Accounts payable                     (186,720)
                  Accrued expenses                      (18,213)
                                                      ---------

                       Net assets acquired            $ 375,000
                                                      =========

            The following shows the allocation of the total consideration paid
            for the acquisitions of Vacman and Dolfin:

<TABLE>
<CAPTION>
                                                                       Vacman                Dolfin                  Total
                                                                    -----------             ---------             -----------
<S>                                                                 <C>                     <C>                   <C>
                  Allocation of purchase price:
                      Accounts receivable                           $   104,546             $  82,137             $   186,683
                      Computer equipment                                 65,698                 4,745                  70,443
                      Goodwill                                        2,287,396               493,051               2,780,447
                      Customer lists                                    540,000                                       540,000
                      Technology                                        180,000                                       180,000
                      Accounts payable                                                       (186,720)               (186,720)
                      Accrued expenses                                  (10,757)              (18,213)                (28,970)
                      Deferred revenues                                 (93,789)                                      (93,789)
                                                                    -----------             ---------             -----------

                            Net assets acquired                     $ 3,073,094             $ 375,000             $ 3,448,094
                                                                    ===========             =========             ===========

                  Consideration paid:
                      Note payable                                  $ 1,073,094                                   $ 1,073,094
                      Preferred stock - 2,000,000 shares
                         valued at $1 per share                       2,000,000                                     2,000,000
                      Common stock - 500,000 shares
                         valued at $.75 per share                                           $ 375,000                 375,000
                                                                    -----------             ---------             -----------

                            Total consideration                     $ 3,073,094             $ 375,000             $ 3,448,094
                                                                    ===========             =========             ===========
</TABLE>

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


                                       15
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Business acquisitions (concluded):

            Summarized unaudited pro forma financial information for the period
            from April 28, 2003 to September 30, 2003 assuming the acquisitions
            of Vacman and Dolfin, the Merger and the private placement were all
            consummated on April 28, 2003:

                                                                  Period from
                                                                April 28, 2003
                                                                 to September
                                                                   30, 2003
                                                                --------------
                  Revenues                                       $   795,068
                  Cost of revenues                                   206,262
                                                                 -----------
                  Gross profit                                       588,806
                  Operating expenses                               1,109,251
                                                                 -----------
                  Loss from operations                              (520,445)
                  Interest expense                                    25,148
                                                                 -----------

                  Net loss                                       $  (545,593)
                                                                 ===========

                  Loss per share                                 $      (.06)
                                                                 ===========

                  Weighted average shares outstanding              8,996,271
                                                                 ===========

            The unaudited pro forma results of operations for the period from
            April 28, 2003 to September 30, 2003 are not necessarily indicative
            of the actual results of operations had the acquisitions and private
            placement been consummated on April 28, 2003 or for any subsequent
            periods.


                                       16
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Other intangible assets:

            Other intangible assets consisted of the following as of September
            30, 2003:

<TABLE>
<CAPTION>
                                                                               Estimated
                                                                              Useful Lives         Amount
                                                                              ------------      -----------
<S>                                                                              <C>            <C>
                    Customer lists                                               3 years        $   540,000
                    Technology                                                   3 years            180,000
                                                                                                -----------
                                                                                                    720,000
                    Less accumulated amortization                                                    60,000
                                                                                                -----------

                        Total                                                                   $   660,000
                                                                                                ===========
</TABLE>

Note 6 - Notes payable:

            Notes payable consisted of the following as of September 30, 2003:

<TABLE>
<S>                                                                                             <C>
                    Note payable to bank (A)                                                    $    50,000
                    Note payable to Vasco (B)                                                     1,018,397
                                                                                                -----------
                                                                                                  1,068,397
                    Less current portion                                                            389,889
                                                                                                -----------

                    Notes payable, net of current portion                                       $   678,508
                                                                                                ===========
</TABLE>

            (A)   The note is payable in monthly principal installments of
                  $25,000 plus interest at 6% through November 2003.

            (B)   The note is payable in monthly installments of $32,645,
                  including interest at 6%, through July 2006. The note was
                  issued as part of the consideration paid for the purchase of
                  Vacman (see Note 4).

            Principal amounts due under notes payable in each of the years
            subsequent to September 30, 2003 are $389,889 (2004); $360,853
            (2005); and $317,655 (2006).

Note 7 - Related party loans and advances:

            Included in prepaid expenses and other current assets are aggregate
            loans and advances of $414,782 to related entities. Accounts payable
            include $186,719 owed to related entities. Balances payable by and
            to related entities are non-interest bearing and are expected to be
            repaid in the ordinary course of business.


                                       17
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Stockholders' equity:

      Preferred stock:

            As of September 30, 2003, the Company was authorized to issue up to
            5,000,000 shares of preferred stock with a par value of $.0001 per
            share. Under the Company's Articles of Incorporation, the Board of
            Directors, within certain limitations and restrictions, can fix or
            alter preferred stock dividend rights, dividend rates, conversion
            rights, voting rights and terms of redemption, including redemption
            prices and liquidation preferences.

            During the period from April 28, 2003 to September 30, 2003, the
            Company issued 2,000,000 shares of convertible preferred stock as
            part of the consideration for the purchase of Vasco (see Note 4).
            Each share can be converted to one share of common stock and has
            voting rights similar to common stock.

      Private placement of common stock:

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

            In connection with the private placement, the Company incurred
            $145,716 of costs and issued 500,000 shares of common stock and
            20,000 warrants to consultants who assisted in the private
            placement. Each warrant can purchase an additional share of common
            stock at $1.50 per share that are exercisable through July 2006.

      Shares issued for services:

            During July 2003, the Company issued 254,004 shares of common stock
            to key employees for past services and recognized compensation
            expense of approximately $190,000 during the period from April 28,
            2003 to September 30, 2003, the approximate fair value of the shares
            issued.


                                       18
<PAGE>

                      SECURED SERVICES, INC. AND SUBSIDIARY

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 9 - Income taxes:

            As of September 30, 2003, the Company had net operating loss
            carryforwards of approximately $429,000 available to reduce future
            Federal and state taxable income which will expire at various dates
            through 2023. Due to the uncertainties related to, among other
            things, the future changes in the ownership of the Company, which
            could subject those loss carryforwards to substantial annual
            limitations, and the extent and timing of its future taxable income,
            the Company offset the potential benefits of its deferred tax assets
            of approximately $172,000 by an equivalent valuation allowance as of
            September 30, 2003.

            As a result of the increases in the valuation allowance of $172,000
            and $70,000 for the period from April 28, 2003 to September 30, 2003
            and the three months ended September 30, 2003, respectively, there
            are no credits for income taxes reflected in the accompanying
            condensed consolidated statements of operations to offset pre-tax
            losses.

Note 10- Fair value of financial statements:

            The Company's financial instruments at September 30, 2003 for which
            disclosure of estimated fair value is required by certain accounting
            standards consisted of cash, accounts receivable, accounts payable,
            accrued expenses and notes payable. In the opinion of management,
            these instruments were carried at their approximate fair values
            because of their liquidity and short-term maturities.

Note 11- Operating leases:

            As of September 30, 2003, the Company was leasing its office space
            in Toronto, Canada under an operating lease that expires in July
            2004. The remaining aggregate rental payments were not material.
            Offices in other locations were being leased on a month-to-month
            basis. Rent expense amounted to approximately $48,000 for the period
            from April 28, 2003 to September 30, 2003.

Note 12- Stock options:

            SSGI had issued stock options that were outstanding as of July 18,
            2003, the date of the closing of the Merger, that became options for
            the purchase of an equivalent number of shares of the combined
            companies without any change in their exercise prices or expiration
            dates. Options to purchase 54,393 shares of common stock were
            outstanding as of July 18, 2003. Options to purchase 684 shares
            expired during the period from July 18, 2003 to September 30, 2003.
            As of September 30, 2003, options to purchase 53,709 shares of
            common stock remained outstanding all of which were exercisable. The
            options had exercise prices ranging from $3.28 to $14.22 per share,
            a weighted average exercise price of $5.36 per share and expiration
            dates ranging from December 14, 2003 to May 14, 2011.


                                       19
<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 uncertainties that could
cause actual events or results to differ materially from those referred to in
such forward-looking statements.

Overview

      We are an information security company dedicated to providing security
services and products to local and global enterprises including, organizations
in government, financial services, manufacturing, telecommunications and health
care. Our products help our customers ensure that only authorized individuals
are able to access and use their corporate information technology resources and
applications. In addition, our products provide a more automated way to grant,
modify or revoke account access to applications and resources. Our security
services and products include information security consulting, managed security
services and strategic security technology including proprietary identity
management, single sign-on and access control software. In addition, through our
professional services group, we also provide customers with project management,
architecture and design, custom development services and training.

      In July 2003, we completed a merger of our wholly owned subsidiary, SSGI
Acquisition Corp., a Delaware corporation, with and into SSI Operating Corp., a
Delaware corporation (formerly known as "SecureD Services, Inc.") pursuant to an
Agreement and Plan of Merger. Pursuant to that agreement, among other things,
SSI Operating Corp. became our wholly owned subsidiary, we changed our name to
"SecureD Services, Inc.", we added a new class of Series A Convertible Preferred
Stock and we replaced members of our management with key members of SSI's
management team. Prior to the merger, we were essentially a public shell
corporation seeking to merge with an operating business or businesses that would
have the potential to create stockholder value.

      As a result of the merger, we adopted and continued the operating business
of SSI. SSI was formed in September 2002, to develop and market IT and Internet
security consulting and managed services, primarily to Fortune 2000
organizations. Prior to the completion of the merger, SSI acquired certain
business assets of Dolfin.com, Inc. ("Dolfin") and VASCO Data Security
International, Inc. ("VASCO").

      The acquisition from Dolfin included a proprietary methodology and
customer lists. As a result, we can now offer a variety of professional and
managed information security solutions for financial service organizations,
telecommunications companies, health care institutions and government agencies.
These services include:

      o     Information Security Audits and Assessments;

      o     Penetration Testing & Wireless LAN Infiltration;

      o     Security Policy Development and Verification;

      o     Secure Infrastructure Design, Implementation and Integration;

      o     Forensic Analysis;

      o     Managed Security Services;

      o     Managed Firewall;

      o     Managed Intrusion Prevention and Detection; and

      o     Managed Content Blocking, Filtering and Tracking.

      The acquisition from VASCO included intellectual property, a software
package called VACMAN Enterprise, also known as Snareworks, and service
contracts with customers. VACMAN Enterprise provides a foundation for
organizations to:


                                       20
<PAGE>

o     Centrally control user access and management;

o     Increase security and end user efficiency through secure single sign-on;

o     Leverage investments in existing infrastructure;

o     Enable security without application programming; and

o     Deploy rapidly with smart implementation tools.

      We believe that we have a competitive edge over other e-Security companies
for the following reasons:

o     The VACMAN Enterprise package has several unique features that provide
      benefits to customers that major competitors are not able to provide;

o     We can develop and implement new features within VACMAN Enterprise faster
      than competitors can with their products; and

o     There will be rapid sustained growth in the e-Commerce industry, which
      should translate into increased expenditures by businesses to secure the
      structural integrity of the Internet.

      In addition, there is no single e-Security market leader today who is
providing a complete offering that ensures the structural integrity of an
organization's computers, clients, networks and applications with an end-to-end
integrated security solution. We intend to become a dominant force by providing
that end-to-end security solution.

      Our revenue is derived primarily from our core product, Snareworks, which
provides identity and access management to a broad range of technology
environments. 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.

Results of Operations

      Revenues. The revenues for the quarter ended September 30, 2003 totaled
$477,000. Snareworks sales totaled $308,000 and other Consulting Services
totaled $169,000. We believe that these results were satisfactory for our first
quarter of operations in providing information security solutions and services
business, particularly in the current environment of reduced IT spending. We
also believe that as IT spending increases along with the recent release of our
new version of Snareworks will place us in a good position for growth in the
future.

      Cost of Revenues. The total cost of revenues for the quarter ended
September 30, 2003 was $124,000, or 26% of our revenues, of which $35,000 was
attributable to ongoing customer support for software licenses already installed
in connection with Snareworks and $89,000 was attributable primarily to people
costs associated with our managed services.

      Research and Development. The cost associated with our research and
development efforts totaled $91,000 for the quarter ended September 30, 2003.
These costs enabled us to improve our Snareworks product. Version 5 which we
anticipate will be released later this month.

      Selling, General and Administrative. Selling, General and Administrative
expenses totaled $356,000 for the quarter ended September 30, 2003. These costs
included professional fees and consulting costs related to the merger and
purchase of Snareworks and selected assets of Dolfin.com, Inc. Also included are
the initial marketing costs for developing sales literature.

      Selling, general and administrative expenses for the period from April 28,
2003 (Date of inception) to September 30, 2003 totaled $610,407 which includes
$190,000 stock-based compensation costs for our employees.


                                       21
<PAGE>

      Depreciation and Amortization. The costs for depreciation and amortization
amounted to $65,870 for the periods ended September 30, 2003 and represented
primarily amortization of intangible assets acquired in connection the purchase
of Snareworks and selected assets of Dolfin.com, Inc.

Liquidity and Capital Resources

      At September 30, 2003, our cash totaled $226,216. This cash is held in
current accounts and short term deposit accounts.

      Cash used in operations totaled approximately $549,000 for the period from
April 28, 2003 to September 30, 2003 due primarily to financing, pre-paid
expenses and other current asset.

      Cash provided by financing activities for the period from April 28, 2003
to September 30, 2003 totaled $774,887 which includes proceeds of $1,000,000
from a private placement in July 2003 offset by approximately $225,000 used to
repay a note payable and related financing fees.

      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 our
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.

Item 3. Controls and Procedures

a) 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.

b) 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.


                                       22
<PAGE>

                           PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Changes in Securities and Use of Proceeds.

(a)   In July 2003, upon closing of the merger of our wholly owned subsidiary,
      SSGI Acquisition Corp with and into SSI Operating Corp., pursuant to an
      Agreement and Plan of Merger we amended our common stock, $.0001 par
      value, stock certificate to reflect the name change from Southern Software
      Group, Inc. to SecureD Services, Inc. and new company signatories. The
      rights of the holders of our common stock were not materially impacted by
      this change.

(b)   In connection with the July 2003 merger, on July 18, 2003 we amended our
      certificate of incorporation and designated a new series of preferred
      stock consisting of 2,000,000 shares of Series A Convertible Preferred
      Stock. Pursuant to the terms of the Agreement and Plan of Merger we issued
      all 2,000,000 shares to VASCO Data Security International, Inc. As a
      result of the issuance of Series A Preferred Stock and for so long as any
      such shares are outstanding, the right of the holders of our common stock,
      (i) with limited exceptions, to receive any dividends or any distributions
      have been materially limited by the right granted to the Series A
      Preferred Stock which restricts our ability to declare or pay any
      dividends on, make any distributions on, or purchase, redeem, retire, or
      otherwise acquire for value, any shares of outstanding common stock,
      return any capital or make any distribution to the holders of any common
      stock, or permit any Subsidiary to do any of the foregoing; and (ii) to
      receive distributions upon liquidation, dissolution or wind up, have been
      materially limited by the liquidation preference granted to the Series A
      Preferred Stock which excludes a material asset (Snareworks) from the
      assets available for distribution to holders of our capital stock.

(c)   We issued shares of common and voting preferred stock to the stockholders
      of SSI Operating Corp. in connection with the closing of the July 2003
      merger. Prior to the closing of the merger, we had 508,934 outstanding
      shares of common stock. Following the closing of the merger, the combined
      companies had 6,996,271 outstanding shares of common stock and 2,000,000
      outstanding shares of Series A Convertible Preferred Stock, each of which
      has voting rights equivalent to a share of common stock. The stockholders
      of SSI Operating Corp. before the closing of the merger owned
      approximately 94% and the stockholders of Southern Software Group, Inc.
      before the closing of the merger owned approximately 6% of the voting
      securities of the combined companies following the closing of the merger.

      As a condition of the consummation of the July 2003 merger, we completed
      the sale of 1,333,333 shares of common stock at $.75 per share and
      received gross proceeds of $1,000,000 through a private placement. In
      addition, the investors received 3-year warrants to purchase an additional
      333,333 shares of common stock at $1.50 per share. The issuance of these
      shares was pursuant to the exemption under sections 4(2) and 4(6) of the
      Securities Act of 1933 and in accordance with Regulation D and Regulation
      S.

      In connection with the private placement, the Company incurred $145,716 of
      costs and issued 500,000 shares of common stock and 3-year warrants to
      purchase an additional 20,000 shares of common stock at $1.50 per share.

      During July 2003, the Company issued 254,004 shares of common stock to key
      employees for past services and recognized compensation expense of
      approximately $190,000 during the period from April 28, 2003 to September
      30, 2003, the approximate fair value of the shares issued.


                                       23
<PAGE>

Item 3. Defaults Upon Senior Securities:

None

Item 4. Submission of Matters to a Vote of Security Holders:

None

Item 5. Other Information:

None

Item 6. Exhibits and Reports on Form 8-K

a.    Exhibits:

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

         3.1        Amendment to the Certificate of Incorporation

         3.2        Amended and Restated Bylaws

         31.1       Certification of Chief Executive Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

         31.2       Certification of Chief Financial Officer pursuant to Section
                    302 of the Sarbanes-Oxley Act of 2002.

         32.1       Certification of Chief Executive Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

         32.2       Certification of Chief Financial Officer pursuant to Section
                    906 of the Sarbanes-Oxley Act of 2002.

b.    Reports on Form 8-K:

      On each of July 9, 2003, July 18, 2003 and August 14, 2003, we filed a
current report on form 8-K under Items 7 and 9, Items 1, 6, 7 and 9 and Items 4
and 7, respectively.


                                       24
<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 November 19, 2003                  /s/ King T. Moore
                                        -----------------
                                        King T. Moore
                                        President and Chief Executive Officer


Date November 19, 2003                  /s/ John Day
                                        ------------
                                        John Day
                                        Chief Financial Officer
                                        (Principal Financial Officer)


                                       25