8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 31, 2010

SECURED DIGITAL APPLICATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-25658	84-1357927
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

230 Park Avenue, 10th Floor
New York, New York	< p style="MARGIN:0px; FONT-SIZE:12pt" align=center>10169
(Address of Principal Executive Offices)	(Zip Code)

(212) 551-1747

(Registrant's telephone number,

including area code)

(Former name or former address,

if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 1 4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01    Other Events

On May 31, 2010, Secured Digital Applications, Inc.’s Malaysian subsidiary, Juta Ketara Sdn Bhd, entered into a binding Letter of Intent with BlueCircle Technology Sdn Bhd, a Malaysian corporation (“BlueCircle”) with respect to the purchase of all of the rights and assets, including but not limited to, accounts receivable; inventory at lower of cost or fair market value; certain assets; customer lists; databases; sales, service and vendor contracts constituting the solar energy business of BlueCircle (the “Transaction”).  The purchase price for the rights and assets subject to post closing adjustments is approximately $1.55 million payable at the closing of the Transaction.   

No director, executive officer or person who may be deemed as an affiliate of S ecured Digital Applications or Juta Ketara has any direct or indirect interest in BlueCircle Technology.

BlueCircle, a vertically integrated company dedicated to leading-edge solar energy solutions, provides engineering, manufacturing and solar system installation expertise, as well as advanced technology for electrical power storage.  

Upon successful completion of negotiations and due diligence, the parties intend to sign a definitive agreement and complete the Transaction within forty five days from date of executing the Letter of Intent. The consummation of the Transaction will be subject to making or obtaining all necessary third-party filings and approvals and satisfactory due diligence reviews.  

Management believes that the proposed Transaction will benefit our shareholders and allow them to participate in the profitable development of Juta Ketara’s solar-wind power generation business under a larger, more diversified and consolidated infrastructure.  

Item 9.01   Financial Statements and Exhibits

(d)    Exhibits

Exhibit No.

Document

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99.1

Letter of Intent dated May 20, 2010 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SECURED DIGITAL APPLICATIONS, INC.
Date: June 1, 2010	By:	/s/ Kamaruddin Bujang
		Kamaruddin Bujang
		President & Chief Executive Officer

EX-99

EXHIBIT 99.1

JUTA KETARA SDN BHD

32B Jalan SS2/66

47300 Petaling Jaya

Selangor, Malaysia

May 20, 2010

Yazlin Amin

Director

BlueCircle Technology Sdn Bhd

Lot 264/37 Jalan Cheras Perdana Barat

43200 Cheras

Selangor

Dear Sirs

This exclusive binding letter of intent (“Letter of Intent”) shall confirm our mutual intentions to engage in exclusive negotiations toward a formal purchase agreement (“Asset Purchase Agreement”) by which Juta Ketara Sdn Bhd will purchase all of the rights and assets, including but not limited to, accounts receivable; inventory at lower of cost or fair market value; certain assets; customer lists; databases; sales, service and vendor contracts constituting the solar energy business of Seller (the “Transaction”) subject to completion of a due diligence and agreement on the final terms and conditions of the proposed Transaction.

For purposes of this Letter of Intent, Juta Ketara Sdn Bhd will be referred to as “Purchaser” and BlueCircle Technology Sdn Bhd will be referred to as “Seller.”

1.

Negotiation of Definitive Agreement. The parties  shall  proceed  to  engage  in  negotiations  in  an  attempt  to  agree  upon  and  execute  the  Asset Purchase Agreement as soon as practicable, but in no event later than forty five days from the date of the Letter of Intent.  The rights and obligations of the parties shall be set forth in a Asset Purchase Agreement to be agreed upon and executed by the Purchaser and Seller.

2.

Purchase of Assets and Contracts.   Purchaser will purchase from Seller, and Seller will convey to Purchaser, all of Seller’s title and interest in and to certain of the assets, tangible and intangible and wherever located, which are owned by Seller and used in or necessary for Seller’s business (the “Assets”).  Such rights, titles and interest in these assets include without limitation the machinery and equipment, testing devices, computer equipment (hardware, software, peripherals, laptops, etc), any tooling and any other types of fixed assets required to perform on the contracts secured by our company and which assets and contracts are being transferred to Purchaser.  Incident to the purchase of the Assets, Purchaser will assume the current obligations associated with the listed Assets at the closing to the extent that such liab ilities and obligations have been incurred in the ordinary course of business consistent with past practices and are specifically identified in the Asset Purchase Agreement.

3.

Purchase Price.  The purchase price for the rights and Assets subject to post closing adjustments will be approximately $1,550,000 payable in cash at closing.     

4.

Exclusivity.   Seller agree that it shall not negotiate with any parties other than Purchaser and/or affiliates thereof  with  respect  to a  purchase   ;of  certain operating assets and contracts of  Seller for  a  period  of  forty five  days  from  and after the execution of this Letter of Intent.

5.

Due Diligence.  Purchaser will have the right to conduct due diligence investigation of the business and assets of Seller as Purchaser, in its sole discretion, deems appropriate.  If the results of this due diligence investigation are unsatisfactory to Purchaser, in its sole determination, then Purchaser will have the option to terminate the Asset Purchase Agreement

6.

Confidentiality; Publicity.  Each of the party shall maintain the confidentiality  of and shall not disclose any of  the terms and conditions of this Letter  of  Intent  (including  its  existence  or  the  fact  that  the  parties  are  in  negotiations)  and  any  other information  related  to  the  other  party  or  its  representatives  or  affiliates  except  to  the  extent  required  by law (provided that any party so required shall provide the other party with the contents of such disclosure as soon as reasonably  practicable prior  to making such disclosure). It is agreed that all  press releases or  other  public  communications  of  any  sort  relating  to  this  Letter  of  Intent  or  the  transactions contemplated  herein,  including  the  method  of  release  for  publication  thereof,  shall  be  subject  to  the approval of  each of the parties  hereto;  provided, however, that the parties  shall be entitled to  make  such disclosures as may be required pursuant to applicable law or the lawful requirements of any governmental agency or by order of a court of competent jurisdiction.  

7.

Termination.  This Letter of Intent shall terminate and be of no further fo rce and effect upon the earlier of (i) the date upon which the parties execute the Asset Purchase Agreement or (ii) the failure of the parties to execute the Agreement within forty five days from the signing of this Letter of Intent  unless extended in writing by the parties.  In the event of such termination, neither party shall have any claim of whatsoever nature against the other party,

8.

Costs and Expenses.  Except as otherwise specifically set forth herein, each party will bear its own expenses in connection with the contemplated Transaction, including, without limitation, any costs associated with this Letter of Intent and the Asset Purchase Agreement contemplated hereunder.

9.

Effect of this Letter of Intent.  This Letter of Intent is intended as a binding contract between the parties.  It shall be mutually enforceable by each party as against the other.  

If the foregoing accurately sets forth your understanding, please date, sign and return the enclosed copy of this Letter of Intent to the undersigned.  In the event this letter is not accepted by you on or before 5.00 p.m. May 31, 2010, the provisions of this letter will be null and void.

Yours truly

JUTA KETARA SDN BHD

/s/ Kamaruddin Bujang

Kamaruddin Bujang

Director

Understood, agreed and accepted.

/s/  Yazlin Amin

Name:  Yazlin Amin

Director

BlueCircle Technology Sdn Bhd

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