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10 /23/ 2009 Q&A SESSION WITH PRESIDENT ON LATEST DEVELOPMENTS IN THE COMPANY Restructuring Plan Q1. You stated that the restructure is intended to be a precursor to either independently lists the companies on the OTC Bulletin Board or to merge with U.S. listed companies. It implies that the Company no longer intends to be listed with Nasdaq but rather remain as an OTCB Bulletin Board company. Is that correct? No, the restructure is not confined to the listing or merger of our Malaysian subsidiaries only. The Company is working hard to complete its 2007 re-audit to regain the OTCBB listing. Our target is to complete the re-audit before December 31, 2009. Q2. What will be the role of Secured Digital after the restructuring? It seems to me that its only role is as a holding company - but that's what it is now. How exactly will the restructuring change the situation? Following the restructure, Secured Digital will function as an investment holding company and operate as a business incubator for mobile communication technologies and security related mobile applications. The Company will license technologies or applications that have been successfully incubated to third parties. Q3. It appears by the inclusion of the table entitled "Financial Performance of SDGL 2003 too 2008" that the Company considers the U.S. market inconsequential to its long-term growth. Is that the current opinion of the company? The Company’s is currently focusing on emerging markets in Asia vis-à-vis China. We have achieved an enviable track record of growing our business in Asia at an average rate of approximately 20% each year. We will pursue our goal to establish a presence in the U.S. by implementing a low-cost, low-risk strategy by licensing our technologies and applications or appointing Channel Partners to promote our mobile communications applications. Q4. What is the timeline for the proposed listing/merger exercise? We would like to complete the proposed listing/merger exercise within the shortest possible time frame. V-Mobile Transaction Q5. What is the reason for the divestment of V-Mobile shares? The investment in V-Mobile was divested due to delays with its listing in the Australian Stock Exchange ("ASX"). Management decided that funds employed in the two Malaysian subsidiaries would provide more immediate and meaningful growth for our shareholders. Q6. What is the status of the V-Mobile dividend that was declared by the Company? We apologize to our shareholders for our inability to distribute the V-Mobile share dividend. Shareholders will recall that our declaration of the dividend was conditional upon V-Mobile shares becoming listed in the ASX. Listing was, however, delayed and management felt that it was in the best interest of the Company to divest the V-Mobile shares and re-deploy the funds in a more productive manner. Q7. Please tell me how the $1.385 million received from the sale of V-Mobile shares will be allocated to make my investment in Secured Digital stronger? Proceeds from the sale of V-Mobile shares will be used to fund the restructure and expansion of the Malaysian subsidiarie's operations in Asia. The proceeds will also provide the subsidiaries a strong financial posture to facilitate the current backlog of new orders that were secured this year. AVI Transaction Q8. On February 11, 2009, the Company announced that Active Valor International Limited ("AVI") had subscribed for 90% equity in DigitalApps Sdn Bhd. What is the current source of Secured Digital’s revenue? The Company currently generates revenue from mobile communication applications, including multimedia content production, and provision of security related applications through its Malaysian subsidiaries, Juta Ketara Sdn Bhd and Access Heritage Sdn Bhd, respectively. We expect to close the year with revenue and income in the range of $38.5 - $41.5 million and $2.0 - $2.6 million respectively. Market conditions continue to be challenging and we expect a moderate decline in revenues for 2009 as compared to 2008. Our bottom line will, however, be stronger with an increase in percentage of net income to gross revenue from 2% in 2008 to approximately 6% in 2009. General Q9. Why did the CAO and the independent director resign simultaneously on October 20, 2009?
Their resignation was a joint decision by all parties as part of our strategy in the implementation of our restructure plan. Q10. What is the status of the stock buy-back? We have repurchased 1,500,000 shares in the price range of $0.015 to $0.03 per share. The Stock Repurchase Program that was announced in our press release on December 17, 2008 expired on June 30, 2009. The Company is not purchasing any shares currently. Q11. Secured Digital's stock is absolutely cheap. Why is the Company not repurchasing its stock? Management believes that the current focus of growing the two Malaysian subsidiaries will provide the Company greater leverage for a higher premium in the listing or merging of these companies. We further believe that the enhancement of the Company's assets will result in recognition of the appropriate valuation of Secured Digital's stock. Q12. I would like to know if the contract by New Alliance (China) Limited to install the EyStar Warehouse Management System in China has been completed and has the Company received payment for the installation? The contract has been completed and payment has been received. Q13. Please provide more details on the $8 million new contracts secured by Company. We are not in position to release additional confidential information on our customers as these contracts deal with security related applications. Q14. Do the expected revenues and net income for 2009 include (a) contribution from Secured Digital's continuing 10% interest in DASB, (b) the royalty from Southpark (minimum $300,000) and (c) the second installment from AVI in respect of the sale of DASB? Yes Q15. Does management really care about shareholders? Yes, we care. We remain enthusiastically committed to Secured Digital's long-term success. Our commitment to enhance shareholder value by increasing profitability is underscored by the modest salaries received by management. Management's personal success is irrevocably connected to the Company's success and that itself is a strong motivation to bring the Company to greater heights.
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