UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-KSB/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from __________ to _______________

Commission File Number: 0-9500

SECURED DIGITAL STORAGE CORPORATION

(Name of small business issuer in its charter)

New Mexico	85-0280415
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2001 Butterfield Rd,, Suite 1050 Downers Grove, IL	60515
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number: (630) 271-8590

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

$.001 Par Value Common Stock

(Title of Class)

Check whether the issuer is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act o.

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 o

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form l0-KSB. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Issuer’s revenues for its most recent fiscal year were $0.

The aggregate market value of the voting stock held by non-affiliates computed by reference to the price at which the stock was sold (based on a market value of $0.51 per share as of October 20, 2008) was $5,592,272.

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

19,507,479 shares of common stock, $.001 par value, were outstanding as of October 20, 2008.

Explanatory Note:

This Amendment No. 1 to the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2007 of Secured Digital Storage Corporation and filed with the Securities and Exchange commission on April 15, 2008 (as so amended, the “Form 10-KSB”) amends (i) the financial statements, as the Balance Sheet had the Cash line inadvertently deleted from the initial filing, (ii) Item 8A(T) Controls and Procedures and (iii) the Certifications from our Principal Executive Officer and Principal Financial Officer as required by Rules 13a-15(e) and 15d-15(e).

SECURED DIGITAL STORAGE CORPORATION

Table of Contents

Item 7.	Financial Statements.	4
Item 8A(T).	Controls and Procedures.	14
Item 13.	Exhibits.	16

Signatures

Rule 13a-14(a)/15d-14(a) Certification

Section 1350 Certification

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION, INC.

FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, 2007 AND 2006

Item 7. Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors

Secured Digital Storage Corporation

We have audited the accompanying consolidated balance sheets of Secured Digital Storage Corporation. as of December 31, 2007 and December 31, 2006 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Secured Digital Storage Corporation. as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended, in conformity with generally accepted accounting principles of the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3, conditions exist which raised substantial doubt about the Company’s ability to continue as a going concern unless it is able to generate sufficient cash flows to meet its obligations and sustain its operations. Management’s plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

JASPERS + HALL, PC

Denver, Colorado

April 15, 2008

/s/ JASPERS + HALL, PC

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION INC.

Consolidated Balance Sheets

	December 31,
	2007			2006
ASSETS:
Current Assets:
Cash and cash equivalents		384,095			345
Prepaid Expenses		316,316			–
Total Current Assets		700,411			345
Noncurrent Assets
Net Fixed Assets		325,529			–
Other Assets		161,523			–

Total Noncurrent Assets		487,052			–
TOTAL ASSETS	$	1,187,463		$	345

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT):
Current Liabilities:
Accounts Payable	$	504,930		$	103,381
Accrued Expenses		68,519			25,133
Current Portion of Debt		480,335			103,000

Total Current Liabilities		1,053,784			231,514

Noncurrent Liabilities
Long-Term Debt		314,643			647,500

Total Liabilities		1,368,427			879,014

Stockholders' Equity:

Common Stock, no par value; 50,000,000 shares authorized; 10,753,604 issued and outstanding at December 31, 2007 and 1,300,018 shares issued and outstanding at December 31, 2006		3,132,326			1,582,786
Additional Paid-in Capital		370,976			–
Retained Earnings (Deficit)		(3,684,266	)		(2,461,455	)

Total Stockholders' Equity (deficit)		(180,964	)		(878,669	)

TOTAL LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)	$	1,187,463		$	345

The accompanying notes are an integral part of these consolidated financial statements

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION INC.

Statements of Operations

	Year Ended
	December 31,
	2007			2006

Revenue:	$	–		$	–

Operating Expenses:
Compensation		352,639			–
Professional Services		342,801			121,109
Occupancy		26,838			–
Operating Leases		30,765			–
Depreciation		3,286			–
Other Administrative Expense		137,559			509,977
Total Operating Expenses		893,888			631,086

Total Operating Profit (Loss)		(893,888	)		(631,086	)

Interest Expense, net		328,923			20,700

Loss Before Taxes		(1,222,811	)		(651,786	)

Taxes		–			–

Net Loss	$	(1,222,811	)	$	(651,786	)

Per Share Information:

Weighted average number of common shares outstanding		2,968,250			1,300,018

Net Loss per Common Share	$	(0.41	)	$	(0.50	)

The accompanying notes are an integral part of these consolidated financial statements

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION INC.

Statements of Cash Flows

	Year Ended
	December 31,
	2007			2006

Cash Flows from Operating Activities:

Net Loss	$	(1,222,811	)	$	(651,786	)

Adjustments to reconcile net loss to net cash used in operating activities
Depreciation		3,286			–
Stock Option Expense		25,453			–
Stock Warrant Expense Issued with Debt		196,878			–
Increase in Prepaid Assets		(445,839	)		–
Increase in Other Assets		(32,000	)		–
Increase in Accounts Payable		401,549			77,931
Increase in Accrued Interest		106,213			20,700

Net Cash Flows Used by Operations		(967,271	)		(553,155	)

Cash Flows from Investing Activities:

Purchase of Equipment		(328,815	)		–
Acquisition of Secured Digital Storage LLC, Net of Cash		(181,786	)		–

Cash Flows Used by Investing Activities		(510,601	)		–

Cash Flows from Financing Activities:
Repayments of Debt		(105,500	)		(94,000	)
Issuance of Debt		1,232,122			647,500
Advance for Subscriptions of Common Stock		735,000			–

Net Cash Flows Provided by Financing Activities		1,861,622			553,500

Net Increase (Decrease) in Cash		383,750			345

Cash at Beginning of Period		345			–

Cash at End of Period	$	384,095		$	345

Supplemental Disclosure of Cash Flow Information
Cash Paid for Interest	$	92,000		$	–
Cash Paid for Income Taxes	$	–		$	–

Non-Cash Investing and Financing Activities
Conversion of Debt and Interest to Common Stock	$	996,326		$	–

The accompanying notes are an integral part of these consolidated financial statements

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION INC.

Stockholders’ Equity (Deficit)

December 31, 2007

						Additional		Retained
	Common Stock					Paid-in		Earnings
	# of Shares		Amount			Capital		(Deficit)			Totals

Balance - January 1, 2006		1,300,018	$	1,582,786		$	–	$	(1,809,669	)	$	(226,883	)

Net Loss for Year		–		–			–		(651,786	)		(651,786	)

Balance - December 31, 2006		1,300,018		1,582,786			–		(2,461,455	)		(878,669	)

Net Loss for Year		–		–			–		(1,222,811	)		(1,222,811	)
Conversion of Debt		1,953,582		996,326			–		–			996,326
Issuance of Shares for SDS Acquisition		7,500,004		(181,786	)							(181,786	)
Advance for Subscriptions of Common Stock		_		735,000			–		–			735,000
Issuance of Stock Options		–		–			25,453		–			25,453
Issuance of Stock Warrants for Debt		–		–			345,523		–			345,523

Balance - December 31, 2007		10,753,604	$	3,132,326		$	370,976	$	(3,684,266	)	$	(180,964	)

The accompanying notes are an integral part of these consolidated financial statements

SECURED DIGITAL STORAGE CORPORATION

F/K/A MOUNTAINS WEST EXPLORATION INC.

Notes to Financial Statements

December 31, 2007

Note 1 - Summary of Significant Accounting Policies:

Basis of Accounting:

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. All intercompany transactions have been eliminated.

Cash and Cash Equivalents:

The Company considers all highly liquid debt instruments, with an original maturity of three months to be cash equivalents.

Property and Equipment:

Property and equipment are stated at cost less accumulated depreciation. Provision for depreciation is made generally at rates designed to allocate the cost of the property and equipment over their estimated useful lives of 3 - 15 years. Depreciation is calculated using the straight-line method. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized.

Use of Estimates:

The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Net Earnings (Loss) Per Share:

Net loss per share is based on the weighted average number of common shares and common shares equivalents outstanding during the period. The warrants were not included in the computation of diluted net earnings per share as their effect would have been anti-dilutive.

Accounting for Stock-Based Compensation

The Company has adopted Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” (SFAS 123R), which revises SFAS 123, “Accounting for Stock-Based Compensation” (SFAS 123) and supersedes Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25). SFAS 123R requires that share-based payment transactions with employees be recognized in the financial statements based on their fair value and recognized as compensation expense. Under the fair value method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period.

The Company issued options during 2007 which resulted in the recognition of stock-based compensation expense of $25,253. No tax benefit has been recorded due to the full valuation allowance on deferred tax assets that the Company has recorded. All stock awards granted by the Company have an exercise based on either the 10 day trailing price or the closing market value on date of grant of the underlying common stock.

The fair value of each award is estimated on the date of the grant using the Black-Scholes option-pricing model (minimum value method), assuming no expected dividends and the following assumptions:

	2007
Volatility factor		10	%
Risk free interest rate		4.50	%
Expected live		5

The determination of the fair value of all awards is based on the above assumptions. See Note 5 for more information regarding the Company’s stock-based compensation plans.

The Company accounts for equity instruments issued for services and goods to non-employees under SFAS 123; EITF 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”; and EITF 00-18, “Accounting Recognition for Certain Transactions Involving Equity Instruments Granted to Other Than Employees”. Generally, the equity instruments issued for services and goods are for shares of the Company’s common stock or warrants to purchase shares of the Company’s common stock. These shares or warrants generally are fully-vested, nonforfeitable and exercisable at the date of grant and require no future performance commitment by the recipient. The Company expenses the fair market value of these securities over the period in which the related services are received.

Other Comprehensive Income

The Company has no material components of other comprehensive income (loss), and accordingly, net loss is equal to comprehensive loss in all periods.

Loss Per Share

Basic and diluted net loss per share information is presented under the requirements of SFAS No. 128, “Earnings per Share.” Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share reflects potential dilution of securities by adding other potential common shares, including stock options and warrants in the weighted-average number of common shares outstanding for a period, if dilutive. All potentially dilutive securities, including stock options and warrants, have been excluded from this computation, as their effect is anti-dilutive. As of December 31, 2007, there were 4,100,000 (Note 5) stock options and 12,224,500 stock warrants outstanding that could be converted into potential common shares. As of December 31, 2006, there were 0 stock options and 10,000,000 stock warrants outstanding that could be converted into common stock.

Unaudited Pro Forma Financial Information

The following unaudited pro forma condensed consolidated results of operations have been prepared as if the acquisition of Secured Digital Storage LLC had occurred as of January 1, 2006:

	Years Ended December 31,
	2007			2006
Net revenues	$	0		$	0

Net loss	$	(1,556,871	)	$	(993,631	)

Net loss per share:
Basic and diluted	$	(0.16	)	$	(0.11	)
Weighted average shares outstanding:
Basic and diluted		9,461,450			8,800,022

The unaudited pro forma condensed consolidated results of operations are not necessarily indicative of results that would have occurred had the acquisitions occurred as of January 1, 2006, nor are they necessarily indicative of the results that may occur in the future.

Recently Issued Accounting Pronouncements

In July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” an interpretation of FASB Statement No. 109 “Accounting for Income Taxes”. FASB Interpretation No. 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109. The Interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Interpretation also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Interpretation is effective for fiscal years beginning after December 15, 2006. The adoption of the interpretation did not have an impact on our financial position and results of operations.

In September 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 157 “Fair Value Measurements”, which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. SFAS No. 157 will apply whenever another standard requires (or permits) assets or liabilities to be measured at fair value. The standard does not expand the use of fair value to any new circumstances, and is effective beginning after December 31, 2007. We are currently evaluating the impact of adopting SFAS No. 157 on our financial position and results of operations.

Note 2 – Federal Income Taxes:

The Financial Accounting Standards Board (FASB) has issued Statement of Financial Accounting Standards Number 109 (“SFAS 9”). “Accounting for Income Taxes”, which requires a change from the deferred method to the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.

	December 31, 2007			December 31, 2006
Deferred tax assets:
Net operating loss carryforwards	$	2,377,144		$	1,952,455
Valuation allowance		(2,377,144	)		1,952,455
Net deferred tax assets	$	0		$	0

At December 31, 2007, the Company had net operating loss carryforwards of approximately $2,377,144 for federal income tax purposes. These carryforwards will begin to expire in 2012 if not utilized to offset taxable income.

Note 3 – Going Concern:

The Company’s financial statements have been presented on the basis that it is a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to develop additional sources of capital and achieve profitable operations. There is insufficient cash on hand to support current or anticipated operations. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties. Management is currently seeking new capital to revitalize the Company.

Note 4 – Capital Stock Transactions:

The authorized capital stock of the Company was established at 50,000,000 with no par value. In April 2005 the Company authorized a 1 for 50 reverse split. All shares of stock have been adjusted to reflect this reverse split. In November 2005 the Company issued warrants to purchase 10,000,000 shares of common stock in the Company to LD Acquisition, LLC at an exercise price of $0.01 per share. During 2007, the Company converted $933,500 of debt plus accrued interest into 1,953,582 shares of common stock. Additionally, in conjunction with the acquisition of Secured Digital Storage LLC, the Company issued 7,500,004 shares of common stock. The Company is also in the process of raising additional capital. Through December 31, 2007, the Company had received $735,000 of funds in advance of the subscription for 918,750 shares of common stock of the Company. During 2007 the Company issued warrants to purchase 2,224,500 shares of common stock in the Company to various lenders. Of these stock warrants, 724,500 have an option price of $0.51 per share and 1,500,000 have an option price of $0.80 per share. As of December 31, 2007, none of these warrants has been exercised.

Note 5 – Stock Based Compensation:

During 2007, the Company granted three executives options to acquire 4,100,000 shares of common stock of the Company at a strike price equal to the closing price of the Company's common stock as of that date ($.51 per share). In accordance with the terms of each of these option agreements (i) 40% of such options vested upon execution of the Agreement, and (ii) 20% shall thereafter vest on the yearly anniversary of the Agreement over the next three (3) years. Accordingly, 1,640,000 of stock options are vested under these three agreements, as amended. There were no stock options outstanding prior to this issuance.

The following table summarizes the activity under the stock options:

Options Outstanding:	Number of Shares		Price per Share		Weighted Average Price Per Shares

January 1, 2007		-		-		-
Granted		4,100,000		0.51		0.51
December 31, 2007		4,100,000	$	0.51		0.51

Vested Shares:
Vested, December 31, 2007		1,640,000	$	0.51		1.00

The aggregate intrinsic value for options vested and outstanding as of December 31, 2007 totaled $836,000 and the weighted average contractual life of those options was 9.75 years.

As of December 31, 2007, $425,546 of compensation expense remained to be recognized on the stock options. The expense will be recognized ratably over 3 years. The Company has not recognized any deferred income tax benefit related to stock-based compensation due to our deferred tax asset being fully reserved.

Note 6 – Deposit on Business Acquisition:

On March 22, 2006, Mountains West Exploration, Inc. signed a letter of intent to purchase an online dating and online education business from Think Partnership, Inc. with a deposit of $250,000 to be credited against the purchase price if the transaction is completed. The $250,000 deposit was only to be returned to Mountains West Exploration, Inc., if Think Partnership sold the selected subsidiaries to a third party. Mountains West Exploration has borrowed the funds for this transaction from a related party, LD Acquisition, LLC. This acquisition was not completed as of December 31, 2006 as the Company had not completed the private placement to raise additional capital for the completion of the payment to Think Partnership, Inc. As of March 29, 2007 this letter of intent was cancelled and the deposit was forfeited.

On December 11, 2006 Mountains West Exploration, Inc. signed a letter of intent to purchase The Right One, Together Dating and eLove.com. This transaction was to be structured as a merger in which the Company would become a wholly-owned subsidiary of Mountains West Exploration, Inc. A deposit of $250,000 was wired to The Right One as a deposit to this letter of intent. As of April 12, 2007 this letter of intent was cancelled and the deposit was forfeited.

Note 7 – Notes Payable:

	2007			2006

Note payable, various individuals, bearing 7% interest per annum, due June 1, 2007	$	-		$	647,500

Note payable, LD Acquisition, LLC, related party, bearing interest at 10% per annum.		-			103,000

Note payable, TAPO Ventures, LLC, related party, non-interest bearing loan, open ended		100,000			-

Short term loan, Doug Stukel, related party, non-interest bearing, due upon demand		75,000			-

Note payable, two individuals, no stated rate, 750,000 warrants issued, due February 28, 2008.		300,000			-

Debt obligation under capital lease		468,623			-

Total debt		943,623			750,500

Less: Contra debt for stock warrants		(148,645	)		-

Net debt		794,978			750,500
Less: Current Portion		(480,335	)		(750,500	)

Long Term Debt	$	314,643		$	-

NOTE 8– Commitments and Contingencies

As permitted under New Mexico law and the Company's charter documents, the Company will indemnify its executive officers and directors for certain events and occurrences while the officer or director is, or was, serving at the Company's request in such capacity. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is not estimable. The Company has secured an insurance policy, which will enable the company to recover a portion of any future amounts that may be paid. No liabilities have been recorded for these indemnification agreements as of December 31, 2007 or December 31, 2006.

Operating and Capital Leases: The Company has entered into certain non-cancelable operating and capital lease agreements related to office and equipment. Total rent expense under operating leases $52,385 and $0 for the years ended December 31, 2007 and 2006, respectively. Total payments including interest made under capital leases for 2007 was $0. The Company did not have any capital leases for the year ended December 31, 2006. At December 31, 2007, leased capital assets included in the Company’s fixed assets were as follows:

	December 31,
	2007
HP Leases Capitalized
Computer Equipment	$	158,980
Purchased Software		106,656
Less Accumulated Depreciation		0
Net	$	265,636

Minimum remaining rental commitments under operating leases net of sublease and capital leases arrangements are as follows as of December 31, 2007:

	Operating		Capital

For the Year Ending December 31:
2007	$	5,218	$	-
2008		363,871		160,158
2009		365,108		160,158
2010		362,741		160,157
2011		68,199		0.00
Thereafter		50,357		0.00

Total	$	1,215,494	$	480,473

Less: Amounts Representing Interest				(11,850	)

Present Value of Future Minimum Lease Payments				468,623

Less: Current Portions of Obligations under Capital Lease				(153,980	)

Obligations under Capital Leases, Net of Current Portions			$	314,643

NOTE 9 –Subsequent Events

Subsequent to December 31, 2007, and through April 11, 2008, the Company has raised an additional $1,290,100 of capital in advance of stock subscription offering. The shares will be issued at $0.80 per share, resulting in an additional 1,612,625 shares of common stock to be issued.

On April 1, 2008, the Company closed on $1.2 million of short term financing. The terms of the loan included an 18% interest rate, six month term, with 1.2 million stock warrants issued at an option price of $0.80 per share, with a 2 year term. This loan was guaranteed by an entity wholly owned by an executive officer and director of the Company.

Item 8A(T). Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate to allow timely decision regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

In designing and evaluating the disclosure controls and procedures, we recognized that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Based upon our evaluation the CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2007 as we determined upon post filing review that the required internal control over financial reporting report was not included in the original filing properly in accordance with the form prescribed in Rule 308T of Regulation SB.

Management Report On Internal Control over Financial Reporting. The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers. We carried out an evaluation of the effectiveness of the design and operation of our internal controls over financial reporting as of December 31, 2007. This evaluation was carried out under the framework defined in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and with the participants of our CEO and CFO along with professional assistance.

Based on our evaluation under COSO, management concluded that our internal control over financial reporting was not effective as of December 31, 2007. We have limited staff for preparing and reviewing financial reporting which contributed to our not fully complying with disclosure requirements for reporting internal controls over financial reporting in the original filing. We have performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principals. Accordingly, management believes the consolidated financial statements and notes thereto included in this Form 10-KSB fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

There were changes in internal control over financial reporting during our most recent fiscal quarter that have materially affected our internal control over financial reporting due to the Company acquiring Secured Digital Storage during the 4^th quarter of 2007. At the time of the acquisition, we had limited staff for internal checks of records. During the 4^th quarter of 2007, we instituted formal review and approval controls where we instituted written approval procedures requiring all financial activity to be submitted to and reviewed by Executive Management and the Board of Directors. We feel these additional procedures enhanced controls over spending and commitments, including the acquisition of the new business and start-up of operations and feel that the weakness due to limited staffing is not a significant deficiency or material weakness.

This Annual Report on Form 10-KSB does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this Annual Report on Form 10-KSB.

Item 13. Exhibits

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION OF DOCUMENT
3.1	—	Articles of Incorporation (incorporated by reference to the Registrant’s filing with the Securities and Exchange Commission on September 2, 1980). (File No. 2-69024).
3.2	—	By-laws (incorporated by reference to the Registrant’s filing with the Securities and Exchange Commission on September 2, 1980). (File No. 2-69024).
3.3	—	Articles of Amendment to Articles of Incorporation dated as of December 17, 2007 (incorporated by reference to Exhibit 3.2 on Form 8-K and filed with the Securities and Exchange Commission on December 21, 2007). (File No. 000-09500).
3.4	—	Amendment to By-laws dated November 13, 2007 (incorporated by reference to Exhibit 3.2 on Form 8-K filed with the Securities and Exchange Commission on November 15, 2007). (File No. 000-09500).
4.1	—	Promissory Note in favor of David Hoffman dated April 4, 2008 for $1.2M (incorporated by reference to Exhibit 4.1 on Form 8-K and filed with the Securities and Exchange Commission on April 7, 2008). (File No. 000-09500).
4.2	—	Warrant dated April 1, 2008 (incorporated by reference to Exhibit 4.2 on Form 8-K filed with the Securities and Exchange Commission on April 7, 2008). (File No. 000-09500).
4.3	—	Warrant dated November 15, 2005 (incorporated by reference to Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission on November 21, 2005). (File No. 000-95000).
4.4	—	Form of Warrant dated November 5, 2007.*
4.5	—	Form of Warrant dated November 12, 2007.*
10.1	—	Office Lease Agreement dated June 5, 2007 (incorporated by reference to Exhibit 10.1 on Form 10-QSB filed with the Securities and Exchange Commission on August 20, 2007). (File No. 000-09500).
10.2	—	Letter Agreement with Larry Malone dated September 19, 2007 (incorporated by reference to Exhibit 10.1 on Form 10-QSB filed with the Securities and Exchange Commission on November19, 2007). (File No. 000-09500).
10.3	—	Letter Agreement with Donald Hauschild dated September 19, 2007 (incorporated by reference to Exhibit 10.2 on Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2007). (File No. 000-09500).
10.4	—	Letter Agreement with Patrick J. Gainer dated January 28, 2008.*
10.5	—	CDGF Continuity Center Colocation Plus Agreement with Cyber Development Group International, LLC, dated October 1, 2007.
10.6	—	Membership Interest Purchase Agreement dated November 7, 2007 (incorporated by reference to Exhibit 2.1 on Form 8-K filed with the Securities and Exchange Commission on November 15, 2007). (File No. 000-09500).
10.7	—	Master Lease and Financing Agreement dated November 21, 2007 (together with Exhibits attached thereto) and Master Lease and Financing Agreement Schedules dated December 31, 2007.*
11.1	—	Statement re: computation of per share earnings (incorporated by reference the Consolidated Financial Statements).
21.1	—	Subsidiaries.*
24.1	—	Powers of Attorney. (Contained on signature page).*
31.1	—	Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	—	Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	—	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	—	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.**

* previously filed

** filed herewith

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Company has duly caused this amendment to this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SECURED DIGITAL STORAGE CORPORATION

Date: October 23, 2008

/s/ William M. Lynes		/s/ Patrick J. Gainer
William M. Lynes, Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		Patrick J. Gainer, Chief Financial Officer (Principal Financial Officer

Pursuant to the requirements of the Exchange Act, this amendment to the report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated.


Date: October 23, 2008

/s/ William M. Lynes
William M. Lynes, Director, Chairman of the Board and Chief Executive Officer (Principal Executive Officer)


*
Lee Wiskowski, Director, Executive Vice President



*
Douglas Stukel, Director, Executive Vice President, Treasurer and Secretary



*
Larry Malone, Director, Chief Operating Officer



*
Richard L. Dent, Director



*
Phil Kenny, Director




Dave Beamish, Director

* By: /s/ William M. Lynes

William M. Lynes, Attorney-in-Fact

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION OF DOCUMENT
3.1	—	Articles of Incorporation (incorporated by reference to the Registrant’s filing with the Securities and Exchange Commission on September 2, 1980). (File No. 2-69024).
3.2	—	By-laws (incorporated by reference to the Registrant’s filing with the Securities and Exchange Commission on September 2, 1980). (File No. 2-69024).
3.3	—	Articles of Amendment to Articles of Incorporation dated as of December 17, 2007 (incorporated by reference to Exhibit 3.2 on Form 8-K and filed with the Securities and Exchange Commission on December 21, 2007). (File No. 000-09500).
3.4	—	Amendment to By-laws dated November 13, 2007 (incorporated by reference to Exhibit 3.2 on Form 8-K filed with the Securities and Exchange Commission on November 15, 2007). (File No. 000-09500).
4.1	—	Promissory Note in favor of David Hoffman dated April 4, 2008 for $1.2M (incorporated by reference to Exhibit 4.1 on Form 8-K and filed with the Securities and Exchange Commission on April 7, 2008). (File No. 000-09500).
4.2	—	Warrant dated April 1, 2008 (incorporated by reference to Exhibit 4.2 on Form 8-K filed with the Securities and Exchange Commission on April 7, 2008). (File No. 000-09500).
4.3	—	Warrant dated November 15, 2005 (incorporated by reference to Exhibit 10.1 on Form 8-K filed with the Securities and Exchange Commission on November 21, 2005). (File No. 000-95000).
4.4	—	Form of Warrant dated November 5, 2007.*
4.5	—	Form of Warrant dated November 12, 2007.*
10.1	—	Office Lease Agreement dated June 5, 2007 (incorporated by reference to Exhibit 10.1 on Form 10-QSB filed with the Securities and Exchange Commission on August 20, 2007). (File No. 000-09500).
10.2	—	Letter Agreement with Larry Malone dated September 19, 2007 (incorporated by reference to Exhibit 10.1 on Form 10-QSB filed with the Securities and Exchange Commission on November19, 2007). (File No. 000-09500).
10.3	—	Letter Agreement with Donald Hauschild dated September 19, 2007 (incorporated by reference to Exhibit 10.2 on Form 10-QSB filed with the Securities and Exchange Commission on November 19, 2007). (File No. 000-09500).
10.4	—	Letter Agreement with Patrick J. Gainer dated January 28, 2008.*
10.5	—	CDGF Continuity Center Colocation Plus Agreement with Cyber Development Group International, LLC, dated October 1, 2007.
10.6	—	Membership Interest Purchase Agreement dated November 7, 2007 (incorporated by reference to Exhibit 2.1 on Form 8-K filed with the Securities and Exchange Commission on November 15, 2007). (File No. 000-09500).
10.7	—	Master Lease and Financing Agreement dated November 21, 2007 (together with Exhibits attached thereto) and Master Lease and Financing Agreement Schedules dated December 31, 2007.*
11.1	—	Statement re: computation of per share earnings (incorporated by reference the Consolidated Financial Statements).
21.1	—	Subsidiaries.*
24.1	—	Powers of Attorney. (Contained on signature page).*
31.1	—	Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	—	Officer’s Certificate Pursuant to 15 U.S.C. Section 7241, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	—	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	—	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.**

* previously filed

** filed herewith