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): April 13,
2009
Secured Diversified
Investment, Ltd.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-30653
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80-0068489
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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6980 O’Bannon Drive,
Las Vegas, NV
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89117
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
939-3254
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_______________________________________________
(Former
name or former address, if changed since last
report)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
4 – Items Related To Financial Statements And Accountants
Item
4.01 Changes in Registrant’s Certifying Accountant.
Effective
as of April 13, 2009, we dismissed Moore & Associates, Chtd. (“Moore”) as
our independent accountants. Moore had previously been engaged as the
principal accountant to audit our financial statements. The reason
for the dismissal of Moore is that, following the consummation of our Share
Exchange Agreement with Galaxy Gaming, Inc. on February 10, 2009: (i) the former
stockholders of Galaxy Gaming, Inc. now own a majority of the outstanding shares
of our common stock and (ii) our primary business unit is now the business
previously conducted by Galaxy Gaming, Inc. The independent
registered public accountant of Galaxy Gaming, Inc. was the firm of Maddox Ungar
Silberstein, PLLC (“Silberstein”). We believe that it is in our best
current interest to have Silberstein continue to work with our business, and we
therefore retained Silberstein as our new independent registered public
accounting firm, effective as of April 13, 2009. Silberstein is
located at 30600 Telegraph Road, Suite 2175, Bingham Farms, MI
48025.
The
previous report of Moore on financial statements did not contain an adverse
opinion or disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles, except that the report was
qualified as to our ability to continue as a going concern.
During
our two most recent fiscal years and through the date of dismissal on April 13,
2009, there were no disagreements with Moore on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of Moore, would have caused
it to make reference to the matter in connection with its reports.
We had
made the contents of this Current Report on Form 8-K available to Moore and
requested it to furnish a letter addressed to the SEC as to whether Moore agrees
or disagrees with, or wishes to clarify our expression of, our views, or
containing any additional information. A copy of Moore’s letter to
the SEC is included as Exhibit 16.1 to this Current Report.
As of
April 13, 2009, Silberstein was engaged as our new independent registered public
accounting firm. The appointment of Silberstein was approved by our
board of directors. During our two most recent fiscal years and the
subsequent interim periods through April 13, 2009 (the date of engagement of
Silberstein), we did not consult Silberstein regarding either: (i) the
application of accounting principles to a specific completed or contemplated
transaction, or the type of audit opinion that might be rendered on our
financial statements; or (ii) any matter that was the subject of a disagreement
as described in Item 304(a)(1)(iv) of Regulation S-K.
SECTION
9 – Financial Statements And Exhibits
Item
9.01. Financial Statements and Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current
Report on Form 8-K.
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/Robert Saucier
Robert
Saucier
Chief
Executive Officer
Date:
April 16, 2009