UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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Secured
Diversified Investment, Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction of incorporation or organization)
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80-0068489
(I.R.S.
Employer Identification No.)
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5205
East Lincoln Drive, Paradise Valley, Arizona
(Address
of Principal Executive Offices)
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85253
(Zip
Code)
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Consulting
Agreement
(Full
title of the plan)
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Cane
Clark, LLP, 3273 E. Warm Springs Rd., Las Vegas,
NV
(Name
and address of agent for service)
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702-312-6255
(Telephone
number, including area code, of agent for service)
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CALCULATION
OF REGISTRATION FEE
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Title
of Securities to be Registered
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Amount
to be Registered
(1)
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Proposed
Maximum Offering Price Per Share (2)
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Proposed
Maximum Aggregate Offering Price (3)
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Amount
of Registration Fee
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Common
Stock
$0.001
par value
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400,000
Shares
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$0.60
Per
Share
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$240,000
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$25.68
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| (1) |
This
registration statement covers the common stock issuable pursuant
to a
consulting agreement executed with Donald B. Schwall, Jr.
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| (2) |
The
proposed maximum offering price per share is calculated in accordance
with
Rule 457(h) of the Securities Act of 1933, as amended, based upon
the
price of $1.00 per share for 400,000 shares that have been issued
under
the consulting agreement.
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| (3) |
The
proposed maximum aggregate offering price is based on the proposed
maximum
offering price per share multiplied by the total number of shares
of
common stock to be registered.
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Copies
to:
Corporate
Law Center
Ronald
Serota, Attorney
2620
Regatta Dr., Ste. 102
Las
Vegas, NV 89128
PART
I
INFORMATION
REQUIRED IN SECTION 10(a) PROSPECTUS
Item
1. Plan
Information.*
Item
2. Registrant
Information and Employee Plan Annual Information.*
| * |
Information
required by Part I to be contained in Section 10(a) prospectus is
omitted
from the Registration Statement in accordance with Rule 428 under
the
Securities Act of 1933, and Note to Part I of Form
S-8.
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PART
II
Item
3. Incorporation
of Documents by Reference.
The
following documents filed by Secured Diversified Investment, Ltd. (the
“Company”), with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
| (1) |
The
Company’s Annual Report on Form 10-KSB for the year ended December 31,
2005;
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| (2) |
All
other reports filed by the Company pursuant to Sections 13(a) or
15(d) of
the Exchange Act subsequent to the filing of the Company’s Annual Report
for the year ended December 31, 2005 with the Securities and Exchange
Commission;
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| (2) |
The
description of the Company’s Common Stock which is contained in the
Company’s Registration Statement on Form 10SB, filed with the Securities
and Exchange Commission pursuant to Section 12(g) of the Securities
Exchange Act of 1934 (the "Exchange Act") originally on May 18, 2000
as
amended through July 18, 2000.
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All
reports and other documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a
post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part of this Registration
Statement from the date of the filing of such reports and
documents.
Any
statement contained in an Incorporated Document shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that
a
statement contained herein or in any other subsequently filed Incorporated
Document modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item
4. Description
of Securities.
Not
Applicable
Item
5. Interests
of Named Experts and Counsel.
No
expert
or counsel named in this prospectus as having prepared or certified any part
of
it or as having given an opinion upon the validity of the securities being
registered or upon other legal matters in connection with the registration
or
offering of the common stock was employed on a contingency basis, or had, or
is
to receive, in connection with the offering, a substantial interest, direct
or
indirect, in the Company or any of its parents or subsidiaries. Nor was any
such
person connected with the Company or any of its parents or subsidiaries as
a
promoter, managing or principal underwriter, voting trustee, director, officer,
or employee.
Item
6. Indemnification
of Directors and Officers.
The
officers and directors of the Company are indemnified as provided by the Nevada
Revised Statutes (the "NRS") and the Bylaws of the Company.
Unless
specifically limited by a corporation's articles of incorporation, the NRS
automatically provides directors with immunity from monetary liabilities. The
Company's Articles of Incorporation do not contain any such limiting language.
Excepted from that immunity are:
| (a) |
a
willful failure to deal fairly with the corporation or its shareholders
in
connection with a matter in which the director has a material conflict
of
interest;
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| (b) |
a
violation of criminal law unless the director had reasonable cause
to
believe that his or her conduct was lawful or no reasonable cause
to
believe that his or her conduct was
unlawful;
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| (c) |
a
transaction from which the director derived an improper personal
profit;
and
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The
Bylaws of the Company provide as follows:
ARTICLE
VIII
INDEMNIFICATION
Section
8.1 Indemnification. No officer or director shall be personally liable for
any
obligations arising out of any acts or conduct of said officer or director
performed for or on behalf of the Corporation. The Corporation shall and does
hereby indemnify and hold harmless each person and his heirs and administrators
who shall serve at any time hereafter as a director or officer of the
Corporation from and against any and all claims, judgments and liabilities
to
which such persons shall become subject by reason of any action alleged to
have
been heretofore or hereafter taken or omitted to have been taken by him as
such
director or officer, and shall reimburse each such person for all legal and
other expenses reasonably incurred by him in connection with any such claim
or
liability; including power to defend such person from all suits as provided
for
under the provisions of the Nevada Corporation Laws; provided, however that
no
such person shall be indemnified against, or be reimbursed for, any expense
incurred in connection with any claim or liability arising out of his own
negligence or willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other right to which
he may lawfully be entitled, nor shall anything herein contained restrict the
right of the Corporation to indemnify or reimburse such person in any proper
case, even though not specifically herein provided for. The Corporation, its
directors, officers, employees and agents shall be fully protected in taking
any
action or making any payment or in refusing so to do in reliance upon the advice
of counsel.
Section
8.2 Other Indemnification. The indemnification herein provided shall not be
deemed exclusive of any other rights to which those seeking indemnification
may
be entitled under any bylaw, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his official capacity and as
to
action in another capacity while holding such office, and shall continue as
to a
person who has ceased to be a director, officer or employee and shall inure
to
the benefit of the heirs, executors and administrators of such a person.
Section
8.3 Insurance. The Corporation may purchase and maintain insurance on behalf
of
any person who is or was a director, officer or employee of the Corporation,
or
is or was serving at the request of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any capacity, or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
liability under the provisions of this Article 8 or the laws of the State of
Nevada.
Section
8.4 Settlement by Corporation. The right of any person to be indemnified shall
be subject always to the right of the Corporation by its Board of Directors,
in
lieu of such indemnity, to settle any such claim, action, suit or proceeding
at
the expense of the Corporation by the payment of the amount of such settlement
and the costs and expenses incurred in connection therewith.
Item
7. Exemption
from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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Exhibit
Number
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Description
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Item
9. Undertakings.
The
Company hereby undertakes:
(1)
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement: (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding
the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and (iii) to include any material information
with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement.
(2)
That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3)
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4)
That,
for the purpose of determining liability under the Securities Act to any
purchaser,
(a)
If
the Company is relying on Rule 430B:
i.
Each
prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed
to be
part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
ii.
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of
providing the information required by section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness
or
the date of the first contract of sale of securities in the offering described
in the prospectus. As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such date shall
be
deemed to be a new effective date of the registration statement relating to
the
securities in the registration statement to which that prospectus relates,
and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or
prospectus
that is part of the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or modify any
statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately
prior to such effective date; or
(b)
If
the Company is subject to Rule 430C:
Each
prospectus filed pursuant to Rule 424(b) as part of a registration statement
relating to an offering, other than registration statements relying on Rule
430B
or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be
part of and included in the registration statement as of the date it is first
used after effectiveness; provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such first
use,
supersede or modify any statement that was made in the registration statement
or
prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(5)
That,
for the purpose of determining liability of the registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of securities: The
undersigned registrant undertakes that in a primary offering of securities
of
the registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer and sell such securities to the
purchaser: (i) any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the undersigned
registrant; (iii) the portion of any other free writing prospectus relating
to
the offering containing material information about the undersigned registrant
or
its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(6)
Insofar as Indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provision, or otherwise, the registrant
has
been advised that in the opinion of the Securities and Exchange Commission
such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant, Secured
Diversified Investment Ltd., certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing a Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized,
in
the
City of Paradise Valley, State of Arizona, on October 2, 2006.
Secured
Diversified Investment, Ltd.
By: /s/
Jan Wallace
Jan
Wallace, Chief Executive Officer
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed by the following persons in the capacities and on the date
indicated.
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Signature
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Title
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Date
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/s/ Jan Wallace
Jan Wallace
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Chief Executive Officer,
President, & Director |
October 2, 2006 |
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/s/
Munjit Johal
Munjit
Johal
|
Chief Financial Officer |
October 2, 2006 |
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/s/
Peter Richman
Peter
Richman
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Director |
October 2, 2006 |
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/s/
Jay Kister
Jay
Kister
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Director |
October
2, 2006 |
Each
person whose signature appears below constitutes and appoints Jan Wallace,
as
his true and lawful attorney-in-fact and agent with full power of substitution
and re-substitution for him and his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement
(including post-effective amendments or any abbreviated registration statements
and any amendments thereto filed pursuant to Rule 462(b) increasing the number
of securities for which registration is sought) and to file the same, with
all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite
and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person hereby ratifying and confirming
all
that said attorney-in-fact, or his substitute, may lawfully do or cause to
be
done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below by the following person in the capacities and on the
date
indicated.
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Signature
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Title
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Date
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/s/ Jan Wallace
Jan Wallace
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Chief Executive Officer,
President, & Director |
October 2, 2006 |
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/s/
Munjit Johal
Munjit
Johal
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Chief Financial Officer |
October 2, 2006 |
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/s/
Peter Richman
Peter
Richman
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Director |
October 2, 2006 |
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/s/
Jay Kister
Jay Kister
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Director |
October
2, 2006 |