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SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
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the
appropriate box:
(
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(
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14c-5(d)(2))
(X) Definitive
Information Statement
SECURED
DIVERSIFIED INVESTMENT, LTD.
(Name
of
Registrant as Specified in its Charter)
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of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules
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Title
of each class of securities to which transaction applies:
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Aggregate
number of securities to which transaction applies:
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| 3) |
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is
calculated and state how it was determined):
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0-11(a)(2) and identify the filing for which the offsetting fee was
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previously. Identify the previous filing by registration statement
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or the Form or Schedule and the date of its
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SECURED
DIVERSIFIED INVESTMENT, LTD.
12202
NORTH SCOTTSDALE ROAD
PHOENIX,
AZ 85054
____________________________________________________________________________________
Notice
of Written Consent of Shareholders in Lieu of
Special
Meeting of Shareholders
____________________________________________________________________________________
Dear
Stockholder:
On
July
3, 2007 at our annual meeting of the shareholders, our shareholders approved
a
grant of authority to our Board of Directors to reverse split our outstanding
preferred and common stock at a ratio of up to 10 to 1, as determined at a
later
date in the discretion of the Board of Directors. Since that time, all of our
oustanding preferred stock was converted into shares of our common stock, such
that our only remaining oustanding capital stock now consists of common shares.
On September 25, 2007, our Board of Directors unanimously approved,
subject to stockholder approval, an increase in the original grant of authority
to our Board of Directors to reverse split our outstanding capital stock
for a total ratio of up to 20 to 1, as determined at a later date in the
discretion of the Board of Directors. On October 5, 2007, holders of a majority
of the outstanding shares of voting captial stock executed a written stockholder
consent approving the action of the Board of Directors.
Pursuant
to the provisions of the General Corporation Law of Nevada and our Articles
of
Incorporation, the holders of at least a majority of the outstanding shares
of
common stock are permitted to approve the amendment by written consent in lieu
of a meeting, provided that prompt notice of such action is given to the other
shareholders of our company. This written consent assures that the amendment
will occur without your vote. Pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission (the “SEC”) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), an information statement
must be sent to our holders of common stock who do not sign the written consent
at least twenty (20) days prior to the effective date of the action. This
notice, which is being sent to all holders of common stock of record on October
15, 2007, is intended to serve as such notice under Nevada law and as the
information statement required by the Exchange Act.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
BY
ORDER
OF THE BOARD OF DIRECTORS,
/s/
Jan Wallace
Jan
Wallace
President,
Chief Executive Officer, and Director
SECURED
DIVERSIFIED INVESTMENT, LTD.
12202
North Scottsdale Road
INFORMATION
STATEMENT
This
information statement is being furnished to our holders of common stock in
connection with our prior receipt of approval by written consent of the holders
of a majority of our common stock of a proposal to grant authority to our Board
of Directors to reverse split our outstanding common stock at a ratio of up
to
20 to 1, as determined at a later date in the discretion of the Board of
Directors. Accordingly, all necessary corporate approvals in connection with
the
matter referred to herein have been obtained and this information statement
is
furnished solely for the purpose of informing our holders of common stock,
in
the manner required under the Exchange Act, of the corporate action before
it
takes effect.
The
mailing of this information statement is first being mailed to holders of common
stock on or about October 15, 2007. Under applicable federal securities laws,
the authority to conduct a reverse stock split cannot be effected until at
least
20 days after this information statement is sent or given to our holders of
common stock. We will pay the expenses of furnishing this information statement,
including the cost of preparing, assembling and mailing this information
statement. We may use our transfer agent to assist us in this endeavor.
Action
By Written Consent, Record Date, Outstanding Shares and Required
Vote
Pursuant
to the provisions of the General Corporation Law of Nevada and our Articles
of
Incorporation, the holders of at least a majority of the outstanding common
stock are permitted to approve the reverse stock split by written consent in
lieu of a meeting, provided that prompt notice of such action is given to the
other shareholders of our company.
Our
Board
of Directors fixed the close of business on October 5, 2006 as the record date
for the determination of holders of common stock entitled to receive notice
of
the reverse stock split by written stockholder consent. As of the record date,
we had 3,257,238 shares of common stock outstanding. Each outstanding share
of
common stock is entitled to one vote per share. The affirmative vote of a
majority of the outstanding shares of common stock was required to approve
the
grant of authority to our Board of Directors to reverse split our outstanding
common stock at a ratio of up to 20 to 1.
Vote
Obtained
On
September 24, 2007, our Board of Directors adopted resolutions authorizing
and
approving reverse stock split as described. The Board of Directors directed
management to submit the amendment to our stockholders for approval and reserved
the right to abandon the amendment at any time prior to the effective date
(as
defined below).
By
written consent in lieu of a meeting, on October 5, 2007, the holders of a
majority of the outstanding shares of common stock approved the reverse stock
split. The holders of a majority of the outstanding shares of common stock
include those listed in the below table:
|
Holders
of Common Stock
|
Number
of Shares Held
|
|
Jan
Wallace
|
600,000
|
|
Munjit
Johal
|
200,000
|
|
William
G. West
|
125,000
|
|
James
West
|
125,000
|
|
Jami
K West
|
125,000
|
|
Helen
West
|
125,000
|
|
Kathy
Cognata
|
125,000
|
|
Heather
Stern
|
12,500
|
|
Iomega
Investments LLC
|
112,500
|
|
Wayne
Sutterfield
|
5,000
|
|
Suttco,
LLC
|
43,598
|
|
Lincoln
Trust Co.
|
64,817
|
The
shareholders listed in the above table collectively hold 1,663,415 shares of
our
common stock and therefore comprise a majority of our issued and outstanding
capital stock. Accordingly, your consent is not required and is not being
solicited in connection with this action.
Purpose
of Granting Authority to the Board of Directors to Effect a 20/1 Reverse Stock
Split
On
July
3, 2007 at our annual meeting of the shareholders, our shareholders approved
a
grant of authority to our Board of Directors to reverse split our outstanding
preferred and common stock at a ratio of up to 10 to 1, as determined at a
later
date in the discretion of the Board of Directors. Since that time, all of our
oustanding preferred stock was converted into shares of our common stock, such
that our only remaining oustanding capital stock now consists of common shares.
On September 25, 2007, our Board of Directors unanimously approved,
subject to stockholder approval, an increase in the original grant of authority
to our Board of Directors to reverse split our outstanding capital stock
for a total ratio of up to 20 to 1, as determined at a later date in the
discretion of the Board of Directors. On October 5, 2007, holders of a majority
of the outstanding shares of voting captial stock executed a written stockholder
consent approving the action of the Board of Directors.
Our
Board
of Directors believes it is in our best interest to implement the reverse stock
split. We have determined that we must seek additional funding or other business
relationships such as a merger or reverse acquisition in order to proceed with
active business operations. We believe that the overall economy and, thus,
the
prospect for such business relationships is presently strong. While no such
relationships or funding have been identified as of yet, and while no particular
plans, understandings or agreements are in place, we believe that the currently
large number of issued and outstanding shares may negatively affect the
consummation of any such relationship and that a smaller number of issued an
outstanding shares will assist in or attract funding sources or merger partners
on terms that will be most beneficial to us and our stockholders. As a
consequence, on September
25, 2007, the
Board
passed a resolution and the majority of our shareholders have approved a grant
of authority to our Board of Directors to effect a reverse split of our common
stock on a basis of one share for every 20
shares
presently outstanding.
How
the Approval Will Affect Shareholders
The
proposed stock split will affect all of our stockholders uniformly and will
not
affect any stockholders percentage ownership interests in the company, except
to
the extent that the result of the reverse stock split results in any of our
shareholders owning a fractional share. Any
fractional shares created by this reverse split will be rounded up to the next
whole share. Additionally, if as a result of the reverse split calculations,
any
shareholder’s holdings is reduced to an ownership of less than one share, or
zero, we will round up that fractional share and grant such a shareholder at
least one share in the Company, or, at our option, purchase the stockholder’s
shares at the bid price existing for our stock on the day prior to the
effectiveness of the reverse split. No transaction costs will be assessed on
this sale, however, the proceeds will be subject to federal income tax. In
addition, fractional shareholders will not be entitled to receive interest
for
the period of time between the effective date of the reverse stock split and
the
date they receive payment for the cashed-out shares. The payment amount will
be
paid to the holder in the form of a check in accordance with the procedures
outlined below.
After
the
reverse stock split, fractional shareholders will have no further interest
in us
with respect to the cashed-out shares. A person otherwise entitled to a
fractional interest will not have any voting, dividend or other rights except
to
receive payment as described above.
If
you do
not hold sufficient shares of common stock to receive at least one share in
the
reverse stock split and you want to continue to hold our common stock after
the
reverse stock split, you may do so by taking either of the following actions
far
enough in advance so that it is completed by the effective date of the reverse
stock split:
| 1. |
purchase
a sufficient number of shares of the common stock so that you hold
at
least an amount of shares of common stock in your account prior to
the
reverse stock split that would entitle you to receive at least one
share
of common stock on a post-reverse stock split basis; or
|
| 2. |
if
applicable, consolidate your accounts so that you hold at least an
amount
of shares of common stock in one account prior to the reverse stock
split
that would entitle you to receive at least one share of common stock
on a
post-reverse stock split basis. Shares held in registered form (that
is,
shares held by you in your own name in our stock records maintained
by our
transfer agent) and shares held in “street name" (that is, shares held by
you through a bank, broker or other nominee), for the same investor
will
be considered held in separate
accounts and will not be aggregated when effecting the reverse stock
split.
|
You
should be aware that, under the escheat laws of the various jurisdictions where
you reside, where we are domiciled and where the funds will be deposited, sums
due for fractional interests that are not timely claimed after the effective
time of the reverse stock split may be required to be paid to the designated
agent for each such jurisdiction. Thereafter, stockholders otherwise entitled
to
receive such funds may have to seek to obtain them directly from the state
to
which they were paid.
The
principal effect of the reverse stock split will be that the number of shares
of
the common stock issued and outstanding will be reduced from 3,257,238
shares
to
approximately 162,862 shares.
Effect
on Registered and Beneficial Stockholders
Upon
the
reverse stock split, we intend to treat stockholders holding common stock in
"street name," through a bank, broker or other nominee, in the same manner
as
registered stockholders whose shares are registered in their names. Banks,
brokers or other nominees will be instructed to effect the reverse stock split
for their beneficial holders, holding the common stock in "street name."
However, such banks, brokers or other nominees may have different procedures
than registered stockholders for processing the reverse stock split. If you
hold
your shares with such a bank, broker or other nominee and if you have any
questions in this regard, we encourage you to contact your nominee.
Effect
on Registered "Book-entry" shareholder
Our
registered stockholders may hold some or all of their shares electronically
in
book-entry form. These stockholders will not have stock certificates evidencing
their ownership of the common stock. They are, however, provided with a
statement reflecting the number of shares registered in their accounts. If
you
hold registered shares in a book-entry form, you do not need to take any action
to receive your post-reverse stock split shares or your cash payment in lieu
of
any fractional share interest, if applicable. If you are entitled to
post-reverse stock split shares, a transaction statement will automatically
be
sent to your address of record indicating the number of shares you hold. If
you
are entitled to a payment in lieu of any fractional share interest, a check
will
be mailed to you at your registered address as soon as practicable after the
effective date.
Effect
on Registered Certificated Shares
Some
of
our registered stockholders hold all their shares in certificate form or a
combination of certificate and book-entry form. If any of your shares are held
in certificate form, you will receive a transmittal letter from our transfer
agent as soon as practicable after the effective date
of
the
reverse stock split. The letter of transmittal will contain instructions on
how
to surrender your certificate(s) representing your pre-reverse stock split
shares to the transfer agent. Upon receipt of your stock certificate and
executed letter of transmittal you will be issued a new certificate reflecting
your post-reverse stock split shares. If you are entitled to a payment in lieu
of any fractional share interest, such payment will be made as described above
under "Effect on Fractional Shareholders". Shareholders should not destroy
any
stock certificate(s) and should not submit any certificate(s) until requested
to
do so.
Potential
Anti-Takeover Effect
The
reverse stock split is not being enacted in response to any effort of which
we
are aware to accumulate the shares of common stock or obtain control of us.
Other than the reverse stock split, the Board of Directors does not currently
contemplate recommending the adoption of any other amendments to our Articles
of
Incorporation that could be construed to affect the ability of third parties
to
take over or change the control of us.
Description
of Common Stock
The
holders of outstanding shares of our common stock are entitled to receive
dividends out of assets legally available at times and in amounts as the board
of directors may from time to time determine, subordinate to any preferences
that may be granted to the holders of preferred stock. Holders of common stock
are entitled to one vote per share on all matters on which the holders of common
stock are entitled to vote.
Our
common stock is not entitled to preemptive rights and may not be redeemed or
converted. Upon our liquidation, dissolution or winding up, after payment of
all
of our debts and liabilities and fulfillment of the rights of any outstanding
class or series of preferred stock that has priority to distributed assets,
the
assets legally available for distribution to our shareholders are divided among
the holders of the common stock, in proportion to the number of shares of common
stock held by them. The rights of holders of common stock are subordinate to
those of holders of any series of preferred stock.
Dissenters’
Right of Appraisal
Under
the
General Corporation Law of Nevada, our stockholders are not entitled to
appraisal rights with respect to the reverse stock split, and we will not
independently provide stockholders with any such right.
Interest
of Certain Persons in Matter to Be Acted Upon
None
of
our officers or directors, nor any of their associates, has a substantial
interest, direct or indirect, by security holdings or otherwise, in the reverse
stock split.
Estimated
Effective Time
We
anticipate that reverse stock split will become effective on or about November
5, 2007. However, in no event will the reverse stock split be consummated
earlier than that twentieth day after this information statement is sent or
given to those persons or entities that held our common stock as of the record
date.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION
HAS
APPROVED OR DISAPPROVED OF THE REVERSE STOCK SPLIT, PASSED UPON THE MERITS
OR
FAIRNESS OF THE REVERSE STOCK SPLIT, OR PASSED UPON THE ADEQUACY OR ACCURACY
OF
THE DISCLOSURE IN THIS INFORMATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth the beneficial ownership of our outstanding common
stock by each executive officer and director, by each person known by us to
beneficially own more than 5% of the outstanding shares of our common stock
and
by the executive officers and directors as a group. As used in this table,
"beneficial ownership" means the sole or shared power to vote, or to direct
the
voting of, a security, or the sole or shared investment power with respect
to a
security (i.e., the power to dispose of, or to direct the disposition of, a
security). In addition, for purposes of this table, a person is deemed, as
of
any date, to have "beneficial ownership" of any security that such person has
the right to acquire within 60 days after such date.
|
Title
of class
|
Name
and address of
beneficial owner
|
Amount
of beneficial
ownership
|
Percent
of
class(1)
|
|
Executive
Officers & Directors:
|
|
Common
|
Jan
Wallace(2)
5205
East Lincoln Drive
Paradise
Valley, Arizona 85253
|
1,000,000
shares
|
27.3%
|
|
Common
|
Peter
Richman
5205
East Lincoln Drive
Paradise
Valley, Arizona 85253
|
0
shares
|
0%
|
|
Common
|
Jay
Kister(3)
1569
Souvenir Drive
El
Cajon, California 92021
|
5,998
shares
|
Less
than 1%
|
|
Common
|
Munjit
Johal
5030
Campus Drive
Newport
Beach, California 92663
|
200,000
shares
|
6.1%
|
|
Total
of All Directors and Executive Officers:
Common
|
1,205,998
shares
|
32.9%
|
|
More
Than 5% Beneficial Owners:
|
|
Common
|
Kelly
Black
7349
N. Scottsdale Road #515 Scottsdale, Arizona 85283
|
201,250
shares
|
6.2%
|
|
Common
|
Donald
Schwall
8326
Geary Boulevard
San
Francisco, California 94121
|
400,000
shares
|
12.3%
|
| (1) |
The
percentage shown is based on denominator of 3,257,238 shares of common
stock issued and outstanding for the company as of October 5, 2007,
plus
the particular beneficial owner’s right to acquire common stock
exercisable within 60 days.
|
| (2) |
Includes
600,000 shares of Common Stock held in her name and warrants to purchase
400,000 shares of Common Stock held in Wallace Black Financial &
Investment Services.
|
| (3) |
Includes
5,000 shares of Common Stock held in his name and 998 shares held
in joint
tenancy with his wife Alicia Kister.
|
Other
than the shareholders listed above, we know of no other person who is the
beneficial owner of more than five percent of our common stock.
Financial
and Other Information
The
following documents, filed by us with the Commission, are incorporated herein
by
reference:
| |
(i)
|
Our
Annual Report filed on Form 10-KSB/A, filed with the Commission on
June
12, 2007 for the fiscal year ended December 31,
2006;
|
| |
(ii)
|
Our
Quarterly Reports filed on Form 10-QSB with the Commission on May
21, 2007
for the three month period ended March 31, 2007 and on August 20,
2007 for
the six month period ended June 30, 2007.
|
Any
statement contained in a document incorporated or deemed to be incorporated
in
this information statement shall be deemed to be modified or superseded for
purposes of this information statement to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed
to
be incorporated by reference modifies or supersedes such statement.
A
copy of
the documents incorporated herein by reference (excluding exhibits unless such
exhibits are specifically incorporated by reference into the information
incorporated herein) that are not presented with this document or delivered
herewith, will be provided without charge to each person, including any
beneficial owner, to whom an Information Statement is delivered, upon oral
or
written request of any such person and by first-class mail or other equally
prompt means. Requests should be directed to the Company at 12202 North
Scottsdale Road
Phoenix,
AZ 85054.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
BY
ORDER
OF THE BOARD OF DIRECTORS,
/s/
Jan Wallace
Jan
Wallace
President,
Chief Executive Officer, and Director