You are cordially invited to attend the annual meeting of shareholders of Secured Diversified Investment, Ltd., which will be held at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, on June 2, 2006,July 3, 2007, at 10:11:00 a.m.am Pacific Daylight Time.

Details of the business to be conducted at the annual meeting are given in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Therefore, I urge you to sign, date, and promptly return the enclosed proxy. If you decide to attend the annual meeting and vote in person, you will of course have that opportunity.

On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the affairs of Secured Diversified Investment, Ltd.

To the Shareholders of Secured Diversified Investment, Ltd.:

The annual meeting of the shareholders of Secured Diversified Investment, Ltd. will be held at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, on June 2, 2006,July 3, 2007, at 10:11:00 a.m.am Pacific Daylight Time, for the following purposes:

Shareholders of record at the close of business on April 20, 2006June 13, 2007 are entitled to notice of and to vote at the meeting. The Company’s proxy statement accompanies this notice.

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROXY STATEMENT IN CONNECTION WITH THE SOLICITATION OF PROXIES MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY SECURED DIVERSIFIED INVESTMENT, LTD. OR ANY OTHER PERSON.

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Secured Diversified Investment, Ltd. (the “Company”) for use at the annual meeting of the shareholders of the Company, or any adjournments thereof. The meeting will be held at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, on June 2, 2006,July 3, 2007, at 10:11:00 a.m.am Pacific Daylight Time, to elect directors to serve untilfor the next annual meeting or until their successors are elected and qualified, to approve the 2006 Stock Option Plan, and to transact any other business that may properly come before or any adjournment of the meeting. following purposes:

This proxy statement and the enclosed form of proxy are first being mailed to shareholders on or about MayJune 22, 2006.2007.

The Board of Directors of Secured Diversified Investment, Ltd. has fixed the close of business on April 20, 2006,June 13, 2007 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting.

In addition to the solicitation of proxies by the Board of Directors through use of the mails, proxies may also be solicited by Secured Diversified Investment, Ltd. and its directors, officers and employees (who will receive no additional compensation therefore) by telephone, telegram, facsimile transmission or other electronic communication, and/or by personal interview. WeThe Company will reimburse banks, brokerage houses, custodians and other fiduciaries that hold shares of common stock in their name or custody, or in the name of nominees for others, for their out-of-pocket expenses incurred in forwarding copies of the proxy materials to those persons for whom they hold such shares. WeThe Company will bear the costs of the annual meeting and of soliciting proxies therefore, including the cost of printing and mailing this proxy statement and related materials. We haveThe Company has spent approximately $2,000$8,000 in legal and other expenses in the preparation of this proxy statement and other expenses connected with the solicitation of security holders. It is anticipated that wethe Company will spend an additional $1,000 in solicitation of security holders before the meeting is held.

Any questions or requests for assistance regarding ourthe Company's proxies and related materials may be directed in writing to the Chief Executive Officer, Jan Wallace, 12202 North Scottsdale Road Phoenix, AZ 85054.

The presence, in person or by proxy duly authorized, of 34% of all the shares outstanding, represented by shareholders of record, will constitute a quorum of that voting group for action on that matter. Shares of common stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at 5205 East Lincoln Drive, Paradise Valley, Arizona 85253.the annual meeting.

The presence,nominees elected as directors are those receiving the largest numbers of votes cast by the shares entitled to vote in the election, either present in person or represented by proxy at the meeting, up to the number of directors to be elected by such shares. Shareholders entitled to vote at any election of directors are not entitled to cumulative votes. Votes may be cast in favor of the election of directors or withheld. Votes that are withheld will be counted for the purposes of determining the presence or absence of a quorum, but will have no other effect on the election of directors.

The affirmative vote of the holders of a majority of the outstanding voting shares is necessary to constitute a quorum at the annual meeting. The above matters require for their approval the affirmative vote of a majority of the shares represented at a meeting at which a quorum is present.

On the record date, there were 30,334,6112,896,820 shares of Common Stockcommon stock outstanding held by approximately 428436 shareholders of record. Each share of Common Stockcommon stock is entitled to one vote on each matter to be considered. There were also outstanding at the record date 7,234,600355,978 shares of Series A Preferred Stock held by approximately 159 shareholders of record. Each share of Series A Preferred Stock is entitled to one vote on each matter to be considered. Holders of our outstanding voting shares

Shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have cumulativediscretionary authority to vote such shares as to a particular matter will not be voted in favor of such matter and will not be counted as shares voting rights.on such matter. Accordingly, broker non−votes, if any, will be counted for the purposes of determining the presence or absence of a quorum, but will have no effect on the election of directors or the approval of the other matters voted upon at the annual meeting.

All Proxies will be voted in accordance with the instructions indicated in such proxies.of the stockholder. If no contrary instructions are indicated, such shareschoice is specified, the proxies will be voted forFOR the namedelection of all the nominees forto serve as our directors and FOR the Board of Directors identified herein and for approval of all of the 2006 Stock Option Plan. Shares represented by proxies that have voted againstother proposals set forth in the propositions presented ataccompanying Notice of Meeting and on the meeting cannot be used to postpone or adjourn the meeting in order to solicit more votes for the proposition.

There are no rights of appraisal or similar rights of dissenters with respect to any of the scheduled matters to be acted upon at the Annual Meeting.annual meeting.

Execution of a proxy by a shareholder will not affect such shareholder's right to attend the annual meeting and to vote in person. Any shareholder maywho executes a proxy has a right to revoke his, her, or its proxy (other than an irrevocable proxy coupled with an interest)it at any time before it is voted by: (1) filing with(a) advising the corporate secretaryCompany in writing of Secured Diversified Investment, Ltd. an instrument revokingsuch revocation; (b) executing a later−dated proxy which is presented to us at or prior to the proxy; (2) returning a duly executed proxy bearing a later date;annual meeting; or (3) attending(c) appearing at the annual meeting and voting in person. Attendance at the annual meeting will not by itself constitute revocation ofbe deemed to revoke a proxy.proxy unless the shareholder gives affirmative notice at the annual meeting that the stockholder intends to revoke the proxy and vote in person.

SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS PROXY STATEMENT, AND SHAREHOLDERS ARE URGED TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY.

FourAt the annual meeting, shareholders will be asked to consider and to take action on the election of three persons to the Board of Directors (the “Board”). The persons named below are nominees for election as a director and all nominees are currently serving as directors are toof the Company. If any such nominee cannot be electeda candidate for election at the annual meeting, to hold office for one year until the next annual meeting of shareholders, and until their successors are elected and qualified. It is intended that the accompanying proxy will be voted in favor of the following persons to serve as directors unless the shareholder indicates to the contrary on the proxy. Management expects that each of the nominees will be available for election, but if any of them are not candidates at the time the election occurs,then it is intended that such proxy will bemanagement's intention to vote its shares voted either for the election of anothera substitute nominee to be designated by the Board or for the election only of Directors to fill any such vacancy.

the Mayo Clinic Hospital, Scottsdale, Arizona. Dr. Richman is the author and co-author of numerous medical publications and currently involved in a number of medical research projects. Dr. Richman was the co-founder and editor-in-chief of Choicemedia.com recently acquired by the Polaris, Sequoia, and Allen Group in 2005.

Our directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders, or until their successors are elected and qualified, or until removed from office in accordance with our bylaws.

During the fiscal year ended December 31, 2005,Our executive officers are appointed by our Board of Directors met 9 times, in person orand hold office until removed by telephonic conference. Each incumbent Director serving during the fiscal year ended December 31, 2005 attended at least 75% of the meetings.

Set forth below is a brief description of the background and business experience of the foregoing officers.Mr. Munjit Johal. Information describing the background and experience of Ms. Jan Wallace is set forth above.

We have no significant employees other than our officers and directors.executive officers.

There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors.directors or executive officers.

To the best of ourthe Company’s knowledge, during the past five years, none of the following occurred with respect to a present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

ExceptOther than as disclosed below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in-laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last three fiscal yearssince our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

Section 16(a) of the Exchange Act requires ourthe Company’s directors, and executive officers, and persons who beneficially own more than ten percent of a registered class of ourthe Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities.securities of the Company. Officers, directors, and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of ourthe Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by usthe Company during or with respect to the year ended December 31, 2005,2006, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2005:, 2006:

The following table sets forth, as of June 13, 2007, the beneficial ownership of each class or series of our outstandingvoting capital stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the of each class or series of our outstandingvoting capital stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 37,569,2113,252,798 shares which includes 30,334,611of voting capital stock issued and outstanding on June 13, 2007, comprised of 2,896,820 shares of common stock and 7,234,600355,978 shares of preferredSeries A stock issued and outstanding on April 20, 2006.Preferred Stock. Except as otherwise indicated, the address of each person named in this table is c/o Secured Diversified Investment, Ltd., 12202 North Scottsdale Road, Phoenix, AZ 85054.

The table below summarizesCompany's independent directors annually review all compensation awardeddirector performance over the past year and make recommendations to earned by, or paid to our current executive officersthe Board for each offuture nominations. When evaluating director nominees, the last three completed fiscal years.Company's independent directors consider the following factors:

Non-employeeOther than the foregoing, there are no stated minimum criteria for director nominees, although the Board may also consider such other factors as it may deem are in the best interests of the Company and its stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors were not paid for their services inwho serve the Company's best interests.

During the fiscal year ended December 31, 2005.2006, the Board met 5 times, in person or by telephonic conference. Each incumbent Director attended in excess of 75 percent of the total meetings of the Board. In addition, various matters were approved by consent resolution which in each case was signed by each of the members of the Board then serving.

The Board of Directors may at any time terminate or amendapproved, and recommends that the Plan; provided that, without approvalCompany’s shareholders approve, a grant of the holders of a majority of the shares of our Common Stock represented and voting at a duly held meeting at which a quorum is present or the written consent of a majority of the outstanding shares of Common Stock, there shall be (with limited exception) no increase in the total number of shares covered by the Plan, no change in the class of persons eligibleauthority to receive options granted under the Plan, no reduction in the exercise price of Options granted under the Plan, and no extension of the latest date upon which Options may be exercised; and provided further that, without the consent of the Optionee, no amendment may adversely affect any then outstanding Option or any unexercised portion thereof.

The Board of Directors believes that this authorization is in its sole discretion,our best interest in that it will provide us the ability to change our name to best fit our developing business plan and objectives. In the past, we have undertaken a business model that includes investing in real estate properties designed to provide immediate appreciation with little debt service. We have been unsuccessful, however, in achieving revenues under this Planbusiness plan. Several of our acquired real estate properties have became impaired and /or were assets that underperformed. These properties were incapable of generating sufficient revenues. As a result, our business plan to invest in real estate properties has failed.

At the date of this proxy statement, our company stands in financial jeopardy and may not continue as a going concern. We are not likely to raise capital under the present business model. As a result, our management has determined that it is in our best interest to attempt to locate and acquire new or additional business opportunities. Our new name will expire on March 8, 2016.need to reflect any such new business opportunity as it is highly unlikely that our current name will suffice in this regard.

The Boardstock split will affect all of Directors selected Kabani &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. If this occurs, the fractional shares will be rounded up to the next whole share. Additionally, if as a result of the reverse split calculations, any shareholders holding 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, Inc., Certified Public Accountants, asor, at our independent auditorsoption, purchase the stockholders shares at the bid price existing for our stock on the day prior to the effectiveness of the reverse split. Such cash payments will reduce the number of post-reverse stock split stockholders to the extent there are stockholders presently who would otherwise receive less than one share of stock after the reverse stock split and business adviserswe elect to examine our financial statements forcash out such shareholders. In addition, the fiscal year ended December 31, 2006.reverse stock split will not affect any stockholders percentage ownership or proportionate voting power, subject to the treatment of fractional shares.

ThereThe principal effect of the reverse stock split will be no representativethat the number of Kabani & Company, Inc. atshares of the annual meeting.common and preferred stock issued and outstanding will be reduced as follows (assuming the Board exercises its right to reverse split up to 10 to 1):

The primary purposepercentage of outstanding shares owned by each shareholder prior to the split will remain the same. Any fractional shares created by this reverse split will be rounded up to the next whole share. Additionally, if as a result of the Audit Committeereverse split calculations, any shareholder’s holdings is reduced to assistan 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 BoardCompany, 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 Directors in its oversightthe 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 our internal controls and financial statementstime between the effective date of the reverse stock split and the audit process. The sole member of the Audit Committee is Peter Richman. We do not currently have a written audit committee charter.

Upon the Audit Committee has consideredreverse stock split, we intend to treat stockholders holding 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 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 discussed the audited financial statements with management. The Committee has also discussed with the independent auditors the matters requiredif you have any questions in this regard, we encourage you to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. The Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions With Audit Committees, as currently in effect, and has discussed with the auditors the auditors’ independence.contact your nominee.

Our Boardregistered stockholders may hold some or all of Directors reviewstheir shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of the 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.

Some of our registered stockholders hold all their shares in certificate form or a combination of certificate and approves auditbook-entry form. If any of your shares are held in certificate form, you will receive a transmittal letter from our transfer agent, Fidelity Transfer Company, 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 permissible non-audit services performedexecuted 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.

The reverse stock split will become effective on the date decided by our independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Kabani & Company, Inc. as our independent accountants, the Board of Directors considered whetherin its sole discretion. Beginning on the provisioneffective date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of such services is compatible with maintaining independence. All of the services provided and fees charged by Kabani & Company, Inc. in 2005 and 2004 were approved by the Board of Directors. The following represents fees for audit services rendered by Kabani & Company, Inc. for the audit of our annual financial statements for the years ended December 31, 2005 and December 31, 2004 and fees billed for other services rendered by Kabani & Company, Inc. during those periods.post-reverse stock split shares.

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-QSB and the audit of our annual consolidated financial statements for the fiscal years ended December 31, 20052006 and December 31, 20042005 were approximately $135,000$60,500 and $82,784$135,000 respectively.

Our auditors did not bill any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements.

The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $16,065and $11,540 and 0 for the fiscal years ended December 31, 20052006 and 2004.December 31, 2005.

The aggregate fees billed by our auditors for all other non-audit services, such as attending meetings and other miscellaneous financial consulting, for the fiscal years ended December 31, 2006 and 2005 and 2004 were $0$2,000 and $0 respectively.