FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0362
Expires: January 31, 2014
Estimated average burden hours per response... 1.0

1. Name and Address of Reporting Person *
SUTTERFIELD WAYNE
 2. Issuer Name and Ticker or Trading Symbol
SECURED DIVERSIFIED INVESTMENT LTD [SCDI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

5030 CAMPUS DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003
(Street)


NEWPORT BEACH, CA 92660		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 11/11/2003   J 159,533 A $ (1) 159,533 I See attached footnote (2)
Common Stock 09/02/2002   P 332,000 A $ 0.15 332,000 I Managing member of an LLC that owns shares
Common Stock 12/31/2003   P 280,081 A $ (1) 280,081 I See accompanying footnote (2)
Preferred Stock Series "A" 11/11/2003   J 318,967 A $ (1) 318,967 I See accompanying footnote (2)
Preferred Stock Series "A" 12/31/2003   J 523,331 A $ (1) 523,331 I See accompanying footnote (1)
Preferred Stock Series "B" 06/23/2003   J 1,000,000 A $ 0.50 1,000,000 D (3)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options $ 0.15 05/01/2003   J(4) 500,000     (5) 05/01/2013 Common Stock
500,000
(6) 500,000
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SUTTERFIELD WAYNE
5030 CAMPUS DRIVE
NEWPORT BEACH, CA 92660		   X      

Signatures

Wayne Sutterfield 03/01/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Secured Diversified Investments, Ltd., acquired assets in bulk from two seperate entities from whom filer received a distribution of common stock and preferred stock series "A".
(2) Held by Family Trust of which filer is Trustee.
(3) Held in an IRA account
(4) Grant of Stock Option
(5) 25% immediately, then 25% every anniversary
(6) -

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.