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): August 24, 2006
Secured
Diversified Investment, Ltd.
(Exact
name of registrant as specified in its charter)
|
Nevada
|
000-30653
|
80-0068489
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
|
5205
East Lincoln Drive, Paradise Valley, AZ
|
85253
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: 949
851-1069
|
___________________________________________________
(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:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
| |
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
| |
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-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))
|
SECTION
1 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Item
1.01 Entry into a Material Definitive Agreement
On
August
24, 2006, we entered into a Consulting Services Agreement (the “Consulting
Agreement”) with Mr. Donald Schwall, Jr. Pursuant to the Consulting Agreement,
Mr. Schwall will provide consulting and advisory services to our company on
matters relating to developing online promotional concepts, events and materials
to increase website awareness, marketing efforts and other matters. As
compensation for these services, we delivered 400,000 shares of our common
stock
to Mr. Schwall on October 12, 2006, after registering his shares under the
Securities Act of 1933, as amended, using Form S-8. The Consulting Agreement
terminates on August 24, 2007. A copy of the Consulting Agreement is attached
as
Exhibit 10.1 to our Form S-8 that we filed with the Securities and Exchange
Commission on October 5, 2006.
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities
The
information in Item 1.01 of this report is incorporated in this Item 3.02 by
reference.
Under
the
Consulting Services Agreement, we agreed to issue 400,000 shares of our common
stock under our 2006 Stock Option Plan to Mr. Donald Schwall, Jr. in exchange
for consulting services. We further agreed to register the shares using Form
S-8, which was filed with the Securities and Exchange Commission on October
5,
2006.
On
October 23, 2006, we issued 400,000 shares of our common stock to Ms. Jan
Wallace, our President, CEO and Director, and 200,000 shares of our common
stock
to Mr. Munjit Johal, our Chief Financial Officer, as performance bonuses in
connection with their services to our company.
These
shares were issued pursuant to Section 4(2) of the Securities Act of 1933,
as
amended. Each investor represented his or her intention to acquire the
securities for investment only and not with a view toward distribution. Each
investor was given adequate information about us to make an informed investment
decision. We did not engage in any general solicitation or advertising. We
requested that our stock transfer agent affix the appropriate restrictive legend
to the stock certificate issued to each investor.
None
of
the securities were sold through an underwriter and accordingly, there were
no
underwriting discounts or commissions involved.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Secured
Diversified Investment, Ltd.
/s/
Jan Wallace
Jan
Wallace
President,
CEO, Director
Date:
October 25, 2006