SecProbe.io

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Mail Stop 3561

      November 4, 2005

Mr. Patrick Soon-Hock Lim
Chairman and Chief Executive Officer
Secured Digital Applications, Inc.
11, Jalan 51A/223
46100 Petaling Jaya
Selangor, Malaysia

	RE:	Secured Digital Applications, Inc.
		Form 10-KSB for Fiscal Year Ended December 31, 2005
		Filed April 15, 2005

		Form 10-QSB for Fiscal Quarter Ended March 31, 2005
		File No. 000-25658

Dear Mr. Lim:

      We have reviewed your supplemental response letter dated
August
9, 2005 as well as the above referenced filings and have the
following comments.  As noted in our comment letter dated July 15,
2005, we have limited our review to your financial statements and
related disclosures and will make no further review of your
documents.  As such, all persons who are responsible for the
adequacy
and accuracy of the disclosure are urged to be certain that they
have
included all information required pursuant to the Securities
Exchange
Act of 1934.

Form 10-KSB for Fiscal Year Ended December 31, 2004

Note 12: Convertible Term Notes, page F-28
1. Based on our review of your disclosures and related agreements,
it
appears that the conversion feature on your convertible term note
issued to Laurus meets the criteria of an embedded derivative that
you should separate from the debt host and account for at fair
value
under SFAS 133.  In this regard, the conversion feature appears to
meet the criteria for bifurcation under paragraph 12 of SFAS 133
and
thus the conversion feature must be analyzed under EITF 00-19 in
order to determine whether it would meet the paragraph 11(a) scope
exception in SFAS 133.  The first step in the EITF 00-19 analysis
is
to determine whether the host instrument meets the definition of
conventional convertible debt in paragraph 4 of EITF Issue 00-19.
If
the host instrument qualifies as conventional convertible, the
embedded conversion option would qualify for equity classification
under EITF 00-19, qualify for the scope exception in paragraph
11(a)
of SFAS 133 and not be bifurcated from the host instrument.
However,
if the host instrument does not qualify as conventional
convertible,
the embedded conversion option would be required to be analyzed
further under paragraphs 12-32 of EITF 00-19.

Based upon our analysis of the terms of your note, it does not
appear
to qualify as conventional convertible, requiring further analysis
under paragraphs 12-32 of EITF 00-19.  Based upon this further
analysis, particularly paragraph 14, the conversion feature does
not
appear to qualify for equity classification under EITF 00-19 and
therefore the paragraph 11(a) scope exception under SFAS 133 is
not
met, and the conversion feature is required to be bifurcated from
the
debt host and accounted for as a derivative liability with changes
in
fair value recorded in earnings.  Please revise or advise us in
detail.

Note 13: Shareholders` Equity, page F-29

2. Additionally, it appears that the conversion feature on the
convertible preferred stock issued to Laurus, similar to the
conversion feature on the convertible note, is an embedded
derivative
that you should separate from the host contract and account for at
fair value under SFAS 133.  Please revise or advise us in detail.

Preferred Stock of a Subsidiary, page F-29

3. We note your response to comment 9.  Refer to your Form 8-K
filed
on June 8, 2004 in which you discuss the details of the private
placement agreements entered into with Laurus on May 28, 2004.
You
mention in your discussion that failure to satisfy certain
conditions, namely registration and listing requirements related
to
the common stock underlying the conversion feature on the
preferred
shares, would constitute a "default".   Item 7 of exhibit 10.15 to
this filing stipulates that, in the event of default, the holder
has
the option to redeem the preferred shares.  According to EITF D-
98,
failure to have a registration statement declared effective by the
SEC by a designated date, is not within the issuer`s control.
Therefore, it appears that there were conditions on the issuance
of
these preferred shares that result in the redemption of the shares
being outside of your control, thereby precluding you from
recording
the proceeds as permanent equity.  Please revise your financial
statements to classify the proceeds of your issuance outside of
permanent equity or advise us in detail.

4. We note that warrants to purchase up to 4,600,000 shares of the
company`s common stock, which were issued to Laurus in connection
with the convertible debt and convertible preferred stock, are
also
subject to the private placement agreements dated May 28, 2004.
As
discussed above, the Registration Rights Agreement requires that
you
to file a registration statement that is declared effective by the
SEC and to keep the registration statement continuously effective
for
a preset time period, or else you are required to pay, in cash, a
liquidated damages payment equal to 2.0% per month until the event
is
cured, with no cap on the maximum penalty that could be incurred.
The registration rights agreement also states that you are
required
to pay a liquidated damages payment equal to 2.0% per month if
your
common stock is not listed or quoted, or is suspended from trading
for the periods outlined in the agreement.

Under paragraph 16 of EITF 00-19, if a settlement alternative
includes a penalty that would be avoided by a company under other
settlement alternatives, the uneconomic settlement alternative
should
be disregarded in the classification of the contract.  It appears
to
us that the significant amount of liquidated damages that you may
be
obligated to pay should be considered a penalty, as that term is
defined in paragraph 16 of EITF 00-19, requiring you to classify
the
warrants as a liability, initially measured at fair value, with
subsequent changes in fair value reported in earnings as long as
the
warrants remain classified as liabilities.  Please revise your
financial statements as appropriate.

General

5. As requested in our original letter, please provide, in
writing, a
statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested supplemental information.  Please file your response
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.

      You may contact Kenya Wright, Staff Accountant, at (202)
551-
3373 or Carlos Pacho, Senior Assistant Chief Accountant, at (202)
551-3835  if you have questions regarding comments on the
financial
statements and related matters.  Please contact me at (202) 551-
3810
with any other questions.

								Sincerely,

								Larry M. Spirgel
								Assistant Director

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Patrick Soon-Hock Lim
Secured Digital Applications, Inc.
November 4, 2005
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