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 24,
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
1 – Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive
Agreement.
On April
24, 2009, we closed an issuance of Convertible Promissory Notes (the “Notes”) to
three investors in the total amount of $200,000. The Notes are due
and payable in 180 days and bear interest at an annual rate of
12%. To secure our obligation under the Notes, each of the holders
has been granted a security interest in all of our equipment, accounts,
inventory, software, and cash and non-cash proceeds as defined in the Uniform
Commercial Code. Upon default under any of the Notes, the holders of
the Notes may accelerate the total balances due and pursue their right to
foreclose against the collateral given as security. Acts of default under the
Notes would include, among other things, failing remit any payment due if such
failure is not cured within 5 days written notice, a default under any other
obligation for borrowed money which continues for more than 20 days, and a
failure to timely file any reports and other documents required under the
Securities Act of 1933 or the Securities Exchange Act of 1934.
At any
time upon 5 days written notice, each of the holders of the Notes may, at its
option, convert all or part of the unpaid interest and principal due under its
Note into common stock of the Company at a conversion price of $0.20 per
share. As additional consideration to the holders of the Notes, we
have issued them a total of 175,000 warrants to purchase common stock in the
Company at a price of $0.40 per share. The warrants are exercisable
for a period of 5 years.
The
holders of the Notes have been granted “piggyback” registration rights with
regard to all shares of common stock which would be issuable upon a conversion
of the Notes and upon exercise of the warrants issued to the holders of the
Notes. The holders of the Notes have the right to have such shares
included in any future registration statement filed by the Company under the
Securities Act, other than Form S-8, Form S-4, or any other form that does not
include substantially the same information as would be required in a form for
the general registration of securities.
For the
complete terms of our transaction with the holders of the Notes, please review
the Convertible Promissory Notes and Security Agreements, Stock Purchase
Warrants, and Conversion and Registration Rights Agreements filed herewith as
Exhibits.
SECTION
2 – FINANCIAL INFORMATION
Item
2.03 Creation of a Direct Financial
Obligation
The
information set forth in Item 1.01 of this Current Report on Form 8-K that
relates to the creation of a direct financial obligation is incorporated by
reference into this Item 2.03.
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 27, 2009