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(1)
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I
have reviewed this quarterly report on Form 10-QSB of Secured Diversified
Investment, Ltd.;
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(2)
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Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
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(3)
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Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
small
business issuer as of, and for, the periods presented in this
report;
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(4)
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The
small business issuer’s other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small
business issuer and have:
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a)
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Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to
ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others within
those
entities, particularly during the period in which this report is
being
prepared;
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b)
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Evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the
end of
the period covered by this report based on such evaluation; and
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c)
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Disclosed
in this report any change in the small business issuer's internal
control
over financial reporting that occurred during the small business
issuer's
most recent fiscal quarter (the small business issuer’s fourth quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the small business issuer's
internal control over financial reporting;
and
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(5)
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The
small business issuer’s other certifying officer(s) and I have disclosed,
based on our most recent evaluation of the internal control over
financial
reporting, to the small business issuer’s auditors and the audit committee
of small business issuer’s board of directors (or persons performing the
equivalent functions):
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a)
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All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer’s ability
to record, process, summarize and report financial information; and
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b)
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Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the small business issuer’s
internal control over financial reporting.
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Date:
December 12, 2007
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/s/
Munjit Johal
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By:
Munjit Johal
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Title:
Chief Financial Officer
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