UNITED

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities

Exchange Act of 1934

Filed by the Registrant[X]
Filed by a Party other than the Registrant[ ]

Filed by the Registrant   ☒                            Filed by a Party other than the Registrant   ☐

Check the appropriate box:


[ ]
☐Preliminary Proxy Statement
[ ]
☐Confidential, forFor Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
☒Definitive Proxy Statement
[ ]
☐Definitive Additional Materialsmaterials
[ ]
☐Soliciting Material Pursuant to §240.14a-12§ 240.14a-12

LOGO

GALAXY GAMING, INC.

(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check all boxes that apply):

Secured Diversified Investment, Ltd.
(Name of Registrant as Specified In Its Charter)
☒
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[ ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1.  ☐Title of each class of securities to which transaction applies:
2.  Aggregate number of securities to which transaction applies:
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4.  Proposed maximum aggregate value of transaction:
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[ ]Fee paid previously with preliminary materials.
[ ]Check box if any part of the fee is offset as provided
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11.

1)  Amount Previously Paid:
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4)  Date Filed:

SECURED DIVERSIFIED INVESTMENT, LTD.
12202 NORTH SCOTTSDALE ROAD
PHOENIX, AZ 85054
June 22, 2007

LOGO

April 25, 2022

Dear Shareholder:


Stockholder:

You are cordially invited to attend the annual meetingvirtual Annual Meeting of shareholdersStockholders of Secured Diversified Investment, Ltd.Galaxy Gaming, Inc. (“we,” “us,” “our” and the “Company”), whichto be held on June 1, 2022 at 9:00 a.m. Pacific Daylight Time and at any adjournments or postponements thereof (the “Annual Meeting”). The Annual Meeting will be held at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, on July 3, 2007, at 11:00 am Pacific Daylight Time.


Detailsonline only, so there is no physical meeting location. We believe that the virtual nature of the businessAnnual Meeting will enable increased stockholder accessibility, while improving meeting efficiency and reducing costs. Stockholders will be able to listen, vote and submit questions from any remote location with Internet connectivity. Information on how to participate in this year’s virtual Annual Meeting can be conductedfound herein.

At the Annual Meeting, you will be asked to consider and vote upon the following matters:

1. to elect two (2) members of the Company’s Board of Directors (the “Board”) to serve for a three (3)-year term expiring at the annual meeting2025 Annual Meeting of Stockholders or until each director’s successor has been duly elected and qualified. The two nominees are givenMr. Gavin Isaacs and Ms. Cheryl Kondra;

2. to approve, on an advisory basis, the compensation of the Company’s named executive officers;

3. to ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

4. to consider and act upon any other matter that may properly come before the Annual Meeting or any adjournment thereof.

These matters are described in detail in the attachedaccompanying Notice of Annual Meeting of ShareholdersStockholders, Proxy Statement, proxy card relating to the Annual Meeting and the Company’s 2021 Annual Report on Form 10-K.

In selecting the director nominees that we are proposing for election to the Board in the accompanying Proxy Statement.


Whether or notStatement, the Board has focused on selecting qualified, diverse, independent directors who are current members of the Board with strong industry credentials and extensive experience, and who have exhibited leadership within the gaming industry. The Board believes it has selected director nominees with diverse experiences and backgrounds who will work together constructively with a focus on operational excellence, financial strength and stockholder value.

Even if 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 decideplan to attend the annual meeting andAnnual Meeting, we encourage you to vote in person, you will of course have that opportunity.


On behalfyour shares right away using one of the Boardadvance voting methods described herein.

Your vote is very important regardless of Directors, I would like to express our appreciation for your continued interest in the affairs of Secured Diversified Investment, Ltd.



how many shares you own.

Sincerely,
/s/ Jan Wallace
Jan Wallace
Todd P. Cravens
President and Chief Executive Officer and Director

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Secured Diversified Investment, Ltd.
12202 North Scottsdale Road
Phoenix, AZ 85054

GALAXY GAMING, INC.

6480 Cameron Street, Suite 305

Las Vegas, Nevada 89118

NOTICE OF VIRTUAL ANNUAL MEETING OF SHAREHOLDERS


June 22, 2007
ToSTOCKHOLDERS

TO BE HELD ON JUNE 1, 2022

NOTICE IS HEREBY GIVEN that the ShareholdersAnnual Meeting of Secured Diversified Investment, Ltd.:


The annual meetingStockholders of shareholders of Secured Diversified Investment, Ltd.Galaxy Gaming, Inc., a Nevada corporation (“we,” “us,” “our” and the “Company”), will be held virtually at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120,www.proxydocs.com/GLXZ on July 3, 2007,June 1, 2022 at 11:9:00 ama.m. Pacific Daylight Time forand at any adjournments or postponements thereof (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders will be asked to consider and vote upon the following purposes:
matters:

1. To1.

to elect Ms. Jan Wallace, Mr. Peter Richman, and Mr. Jay Kister astwo (2) members of ourthe Company’s Board of Directors (the “Board”) to serve for a three (3)-year term expiring at the 2025 Annual Meeting of Stockholders or until each director’s successor has been duly elected and qualified. The Board has nominated Mr. Gavin Isaacs and Ms. Cheryl Kondra for re-election;

2.

to approve, on an advisory basis, the 2008 annual meetingcompensation of the shareholders or until their successors have been elected and qualified;Company’s named executive officers;

2. To approve a grant3.

to ratify the appointment of authority to our Board of Directors to changeMoss Adams, LLP as the name of our company at a later date;Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; and

3. To approve a grant of authority 4.

to our Board of Directors to reverse split our outstanding commonconsider and preferred stock at a ratio of up to 10 to 1, as determined at a later date in the discretion of the Board of Directors; and

4.  To transactact upon any other businessmatter that may properly come before the meetingAnnual Meeting or any adjournment of the meeting.thereof.


Shareholders

Only stockholders of record of the Company’s common stock at the close of business on June 13, 2007April 6, 2022 are entitled to receive notice of and to vote at the meeting. The Company’s proxy statement accompanies this notice. All shareholders are invitedAnnual Meeting and any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual Meeting will be open to the examination of stockholders for ten (10) days prior to the date of the Annual Meeting, between the hours of 9:00 a.m. and 5:00 p.m. Pacific Daylight Time, at the office of the Corporate Secretary of the Company at 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118 and will be available for inspection at the Annual Meeting.

Instructions on how to attend the meeting in person.

begin on page 1 of the Proxy Statement. If you have any questions regarding these instructions, please telephone the Company at (702) 939-3254.

This Proxy Statement and the enclosed form of proxy are being mailed starting on or about April 25, 2022.

By Order of the Board of Directors
/s/ Jan Wallace
Jan Wallace
Harry C. Hagerty
Chief ExecutiveFinancial Officer, Treasurer and DirectorCorporate Secretary

Las Vegas, Nevada

April 25, 2022


JUNE 22, 2007
IMPORTANT

Whether or not you expect to attend in person, we urge you to sign, date, and return the enclosed Proxy at your earliest convenience. This will ensure the presence of a quorum at the meeting. PROMPTLY SIGNING, DATING, AND RETURNING THE PROXY WILL SAVE SECURED DIVERSIFIED INVESTMENT, LTD. THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. Sending in your Proxy will not prevent you from voting your stock at the meeting if you desire to do so, as your Proxy is revocable at your option.
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SECURED DIVERSIFIED INVESTMENT, LTD.
12202 NORTH SCOTTSDALE ROAD
PHOENIX, AZ 85054

GALAXY GAMING, INC.

6480 Cameron Street, Suite 305

Las Vegas, Nevada 89118

PROXY STATEMENT


For the Annual Meeting of Shareholders
To be held July 3, 2007

NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY

GENERAL 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.

MATTERS TO BE CONSIDERED

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Secured Diversified Investment, Ltd. (the “Company”Galaxy Gaming, Inc., a Nevada corporation (“Galaxy Gaming,” the “Company,” “we” or “us”) for useof proxies to be voted at the annual meetingvirtual Annual Meeting of the shareholders of the Company, or any adjournments thereof. The meeting willStockholders (the “Annual Meeting”), to be held online at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120,www.proxydocs.com/GLXZ on July 3, 2007,June 1, 2022 at 11:9:00 ama.m. Pacific Daylight Time and at any adjournment or postponement of the Annual Meeting, for the following purposes:

1.  To elect Ms. Jan Wallace, Mr. Peter Richman, and Mr. Jay Kister as members of our Board of Directors until the 2008 annual meeting of the shareholders or until their successors have been elected and qualified;
2.  To approve a grant of authority to our Board of Directors to change the name of our company at a later date;
3.  To approve a grant of authority to our Board of Directors to reverse split our outstanding common and preferred stock at a ratio of up to 10 to 1, as determined at a later date in the discretion of the Board of Directors; and
4.  To transact any other business that may properly come before the meeting or any adjournment of the meeting.

Thispurposes set forth in the Notice of Annual Meeting of Stockholders. There will be no physical location for the stockholders to attend. Stockholders may only participate online. If you plan to attend the virtual Annual Meeting, please see the instructions included herein. Stockholders will be able to listen, vote and submit questions from their home or from any remote location that has Internet connectivity.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 1, 2022:

Our proxy statementmaterials, including this Proxy Statement and the enclosed form ofaccompanying WHITE proxy card, and our 2021 Annual Report on Form 10-K,are first beingavailable at www.proxydocs.com/GLXZ.

We expect our Proxy Statement, WHITE proxy card and 2021 Annual Report on Form 10-K to be mailed to shareholdersstockholders of record starting on or about June 22, 2007.

RECORD DATE
The BoardApril 25, 2022.

Stockholders Entitled to Vote

All stockholders of Directors of Secured Diversified Investment, Ltd. has fixedrecord at the close of business on June 13, 2007 as the record date for the determination of shareholdersApril 6, 2022 are entitled to notice of and to vote at the annual meeting.

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PROXY SOLICITATION
In addition toAnnual Meeting. At the solicitationclose 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. The Company will reimburse banks, brokerage houses, custodians and other fiduciaries that holdbusiness on April 6, 2022, 23,762,933 shares of common stock in their namewere outstanding. Each share is entitled to one vote on all matters that properly come before the Annual Meeting.

Voting Matters

Stockholders are being asked to vote on the following matters at the Annual Meeting:

Proposal

Board’s

Recommendation

(The Board recommends that you
vote using the WHITE proxy
card.)
Proposal 1: Elections of Directors

The Board believes that each of the two (2) director nominees proposed for election by the Company to serve for a three year term expiring at the 2025 Annual Meeting or until each director’s successor has been duly elected and qualified, possess a combination of qualifications, experience and judgment necessary for a well-functioning Board and the effective oversight of the Company. The Board’s nominees are Mr. Gavin Isaacs and Ms. Cheryl Kondra.

FOR each of the Company’s Two Nominees
Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers

FOR

1

Proposal

Board’s

Recommendation

The Company has designed its executive compensation program to attract and retain executive talent, foster excellent business performance and align compensation with the long-term interests of our stockholders. The Board and Compensation Committee value stockholders’ opinions and will take into account the outcome of the advisory vote when considering future executive compensation decisions.

Proposal 3: Ratification of the Appointment of Moss Adams, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2022FOR

The Audit Committee has appointed Moss Adams, LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2022. As a matter of good corporate governance, stockholders are being asked to ratify the appointment of Moss Adams, LLP.

Methods of Voting

By Internet, Telephone or custody, or inMail

Your vote is important, no matter the namenumber of nominees for others, for their out-of-pocket expenses incurred in forwarding copiesshares of the proxy materials to those persons for whom they hold such shares.Company’s common stock you own. The Company will bearurges you to sign, date, and return the costsenclosed WHITE proxy card today to vote FOR the election of the annual meetingNominees and of soliciting proxies therefore, including the cost of printing and mailing this proxy statement and related materials. The Company has spent approximately $8,000 in legal and other expenses inproposals on the preparation of this proxy statement and other expenses connected withagenda for the solicitation of security holders. It is anticipated that the Company will spend an additional $1,000 in solicitation of security holders before the meeting is held.

2022 Annual Meeting.


Any questions or requests for assistance regarding the 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.

QUORUM
The presence, in person or by proxy duly authorized, of 34% of all the

If your shares outstanding, represented by shareholders of record, will constitute a quorum of that voting group for action on that matter. Shares of common stock presentare registered in person or represented byyour own name, please mark, sign and date the enclosed WHITE proxy (including shares which abstain or do not vote with respectcard and return it to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the annual meeting.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The nominees elected as directors are those receiving the largest numbers of votes cast by the shares entitled to voteGalaxy in the election, either presentenclosed postage-paid envelope today.

If your shares of common stock are held in persona brokerage account or represented by proxy atbank, you are considered 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 majoritybeneficial owner of the shares of common stock, and Series A Preferred Stock outstanding on the record date is required for the grant of authoritythese proxy materials, together with a WHITE proxy card, are being forwarded to the Company’s Board of Directorsyou by your broker or bank. As a beneficial owner, you must instruct your broker, trustee or other representative how to change the Company’s name and to conduct a reverse split of up to 10 to 1 of the Company’s outstanding stock. Stockholders mayvote. Your broker cannot vote in favor of or against these proposals, or they may abstain. Abstentions will be counted for purposes of determining the presence or absence of a quorum and will have the same effect as a vote against the proposals listed in this proxy statement.
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On the record date, there were 2,896,820your shares of common stock outstanding held by approximately 436 shareholders of record. Each share of common stock is entitled to oneon your behalf without your instructions. As a beneficial owner, you may vote on each matter to be considered. There were also outstandingthe shares at the record date 355,978 shares of Series A Preferred Stock held2022 Annual Meeting only if you obtain a legal proxy from the broker or bank giving you the rights to vote the shares.

Depending upon your broker or custodian, you may be able to vote either by approximately 159 shareholders of record. Each share of Series A Preferred Stocktoll-free telephone or by the Internet. Please refer to the enclosed WHITE proxy card for instructions on how to vote electronically. You may also vote by signing, dating and returning the enclosed WHITE proxy card.

When a stockholder submits a proxy via the Internet or by telephone, his or her proxy is entitledrecorded immediately. The Company encourages its stockholders to one vote on each matter to be considered.


Shares held in “street name” by brokers or nominees who indicate onsubmit their proxies that theyusing these methods whenever possible. If you submit a proxy via the Internet or by telephone, please do not have discretionary authority toreturn your WHITE proxy card by mail. If you attend the virtual Annual Meeting, you may also submit your 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 on such matter. Accordingly, broker non−online at the virtual Annual Meeting. Any votes if any,that you previously submitted — whether via the Internet, by telephone or by mail — will be counted forsuperseded by the purposes of determiningvote that you cast at the presenceAnnual Meeting.

Your vote is important. Accordingly, please submit your proxy via the Internet, by telephone or absence of a quorum, but will have no effect onby mail, whether or not you plan to attend the election of directors or the approvalAnnual Meeting.

Stockholders are requested to submit their proxies through one of the other matters voted upon at the annual meeting.

OTHER MATTERS
above methods. All Proxiesproperly submitted proxies will be voted in accordance with the instructions indicated. If you are a stockholder of record and you submit your proxy but do not specify how the stockholder. If no choice is specified, the proxiesshares represented thereby are to be voted, your shares will be voted FOR“FOR” with respect to the election of the Company’s two (2) nominees for members of the Board, “FOR” Proposal 2 and “FOR” Proposal 3.

2

The Board does not presently intend to bring any business before the Annual Meeting other than that referred to in this Proxy Statement and specified in the Notice of the Annual Meeting. By signing and returning a WHITE proxy card, a stockholder confers discretionary authority on the proxies (who are persons designated by the Board) to vote all shares covered by the proxy card in their discretion on any other matter that may properly come before the Annual Meeting.

Changing Your Vote

A stockholder may revoke a proxy at any time prior to its being voted by delivering written notice to the Corporate Secretary of the Company, by delivering a properly executed later-dated proxy card, by submitting a later-dated proxy via the internet or telephone, or by voting at the Annual Meeting. Your latest vote counts.

Quorum

The presence at the Annual Meeting or by proxy (regardless of whether the proxy has authority to vote on all matters), of the holders of not less than fifty percent (50%) of the shares entitled to vote at the Annual Meeting constitutes a quorum for the transaction of business.

Vote Required

Assuming a quorum is present, directors will be elected (Proposal 1) by a plurality of the votes cast in person or by proxy at the Annual Meeting. Thus, the two director nominees receiving the highest number of votes will be elected.

Assuming a quorum is present, Proposal 2 (Say-on-Pay) and Proposal 3 (Ratification of Accounting Firm) each requires that the number of votes cast “FOR” such proposal exceeds the number of votes “AGAINST” at the Annual Meeting.

Effect of Withheld Votes or Abstentions

If you vote “WITHHOLD” in the election of directors or vote “ABSTAIN” (rather than vote “FOR” or “AGAINST”) with respect to any other proposal, your shares will count as present for purposes of determining whether a quorum is present. A “WITHHOLD” vote will have no effect on the outcome of the election of directors (Proposal 1), and an “ABSTAIN” vote will not be counted as a vote cast “FOR” or “AGAINST” and will accordingly have no effect on the outcome of Proposals 2 or 3.

Effect of Broker Non-Votes

A broker “non-vote” occurs when a broker or nominee holding shares for a beneficial owner does not vote on a particular proposal because the broker or nominee does not have discretionary voting power on that item and has not received specific instructions from the beneficial owner. Brokers only have discretionary voting authority under “routine” proposals under the rules. If any broker “non-votes” occur at the meeting, the broker “non-votes” will count for purposes of determining whether a quorum is present but will not have an effect on any proposals presented for your vote because they are not considered votes cast. A broker or other nominee holding shares for a beneficial owner may not vote these shares with respect to the election of directors (Proposal 1). Brokers and other nominees will have discretionary voting power to vote without instructions from the beneficial owner on the ratification of the appointment of our independent registered public accounting firm (Proposal 3) and, accordingly, your shares may be voted by your broker or nominee on Proposal 3 without your instructions. Brokers and other nominees will not have discretionary voting power to vote without instructions from the beneficial owner on the advisory vote of our executive compensation (Proposal 2).

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Proxy Solicitation

We will pay the costs of our proxy solicitation. Proxies are being solicited primarily by mail, but, in addition, our officers and employees may solicit proxies in person, by telephone or electronically. The Company has also retained Kingsdale Advisors for certain advisory services and to aid in the solicitation of proxies and will request brokerage houses and other nominees, fiduciaries and custodians to forward soliciting materials to beneficial owners of the Company’s common stock. For these services, the Company will pay Kingsdale Advisors a fee of up to $90,000 plus reimbursement for reasonable out-of-pocket expenses.

Contact for Questions About this Proxy Statement

If you have additional questions about this Proxy Statement or the Annual Meeting, please contact Kingsdale Advisors, our proxy solicitor, by telephone at (866) 229-8214 (stockholders) and (416) 867-2272 (banks and brokerage firms), or by email at contactus@kingsdaleadvisors.com.

LOGO

Kingsdale Advisors

745 Fifth Avenue, 5th Floor

New York, NY 10151

Banks and Brokerage Firms Call: 416-867-2272

Shareholders Call Toll Free: 1-866-229 8214

Email: contactus@kingsdaleadvisors.com

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PROPOSAL 1

ELECTION OF DIRECTORS

The Board is elected by our stockholders to oversee the management of the business and affairs of the Company. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved for or shared with stockholders. The Board appoints our executives, who are charged with conducting the business and affairs of the Company, subject to oversight by the Board. In accordance with the Company’s Second Amended and Restated Bylaws, the directors of the Company serve three (3)-year staggered terms.    The Board has fixed the size of the Board at five members. The five current directors of the Company are:

Name

  Age  Director Since  Class  Term Expires

Michael Gavin Isaacs

  57  2019  Class III  2022 Annual Meeting

Cheryl Kondra

  49  2021  Class III  2022 Annual Meeting

Mark Lipparelli*

  56  2017  Class I  2024 Annual Meeting

Bryan W. Waters

  59  2015  Class II  2023 Annual Meeting

William A. Zender**

  66  2014  Class II  2023 Annual Meeting

*

  Mr. Lipparelli serves as our independent Chairman of the Board.

**

  Mr. Zender has notified the Company that he will be resigning from the Board effective on or about July 1, 2022.

On December 2, 2021 the Board appointed Cheryl Kondra to the Board to fill the vacancy created by the passing of Norman DesRosiers.

Nominees for Election

The Second Amended and Restated Bylaws of the Company provides for the classification of the Board into three (3) classes serving staggered terms, with each Class serving for a three (3)-year term, or until their respective successor has been duly elected and qualified or their earlier death, resignation or removal. For the 2022 Annual Meeting, the Board has nominated the two (2) Class III directors, Mr. Gavin Isaacs and Ms. Cheryl Kondra, for re-election, each to serve for a three (3)-year term ending at the Company’s 2025 Annual Meeting, or until their respective successor has been duly elected and qualified or their earlier death, resignation or removal. Mr. Isaacs has served as our directorsa director since June 2019, and FORMs. Kondra has served as a director since December 2021. Ms. Kondra was first identified to the approvalBoard as a potential candidate by an executive search firm.

The Board recommends that you vote “FOR” the election of alleach of the other proposals set forth in the accompanying Notice of MeetingMr. Gavin Isaacs and on the proxy card. If other matters are properly presented, however,Ms. Cheryl Kondra for re-election, and the persons named as proxies on the enclosed WHITE proxy appointeescard will vote in accordance with their best judgment on such matters. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incident to the conduct of the annual meeting.

SHAREHOLDER PROPOSALS
No proposals have beenproxies received from any shareholder to be considered at the annual meeting.

The deadlineby them for submittal of shareholder proposals for the next regularly scheduled annual meeting will be not less than 120 calendar days before the date of the company's proxy statement released to shareholders in connection with the previous year's annual meeting. A shareholder proposal submitted outside the processes of SEC Regulation Section 240.14a−8 will be considered untimely if received at the principal offices of the Company on or after 45 days prior to the Company's release of its proxy statement to shareholders.
DISSENTERS’ RIGHT OF APPRAISAL
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.
REVOCATION OF PROXY
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 who executes a proxy has a right to revoke it at any time before it is voted by: (a) advising the Company in writing of such revocation; (b) executing a later−dated proxy which is presented to us at or prior to the annual meeting; or (c) appearing at the annual meeting and voting in person. Attendance at the annual meeting will not itself be deemed to revoke a proxy unless the shareholder gives affirmative notice at the annual meeting that the stockholder intends to revoke the proxy and vote in person.

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INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No person has any substantial interest, direct or indirect, in the any matter to be acted upon other than the election of directors.

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.
PROPOSAL NO. 1
ELECTION OF DIRECTORS

Ateach of the annual meeting, shareholders will be askednominees. Each nominee has indicated a willingness to consider andserve as a director. However, if any nominee becomes unavailable to take action onserve before the election, proxies may be voted for a substitute nominee selected by the Board, or the Board may decide to reduce the number of three persons todirectors.

The name, business experience and certain other information regarding each of the Board’s nominees is set forth below:

Michael Gavin Isaacs has been a Director since June 2019 and serves as our Compensation Committee Chairperson. Mr. Isaacs is also currently Chairman of the Board of Directors (the “Board”). The persons named below are nomineesof Altitude Acquisition Corp. (Nasdaq: ALTUU), a blank-check company formed for electionthe purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the travel, travel technology and/or travel-related industries, and a gaming industry advisor to Jackpocket, an online lottery app, and PureSoftware, an India-based developer and talent source. Mr. Isaacs previously served as a director and all nominees are currently serving as directorsVice Chairman of the Company. If any such nominee cannot beBoard of Scientific Games Corporation (“Scientific Games”), a candidate for election at the annual meeting, then it is management's intentionglobal leader in lottery games and sports betting and technology, from August 2016 until December 2018, and prior to vote its shares voted either for a substitute nominee designated by the Board or for the election only of the remaining nominees.


Name
Age
Jan Wallace52
Peter Richman40
Jay Kister32

Set forth below is a brief description of the background and business experience of each of the nominees for director.
Jan Wallace. Ms. Wallace is our CEO, President and Director. She is also the President of Wallace Black Financial & Investment Services, a private consulting company to private and public companies and individuals for business, financial and Investment strategies. Ms. Wallace has served as the President and CEO of three public companies listed on the Over-The-Counter Bulletin Board: MW Medical from 1998 to 2001; Dynamic and Associates, Inc.; and Claire Technologies, Inc. from 1994 to 1995. From 1987 to 1996, Ms. Wallace was associated with four Canadian companies: Active Systems as Executive Vice President; The Heafey Group, as financial consultant; Mailhouse Plus, Ltd., owner and President; and Pitney Bowes, first female sales executive. Ms. Wallace has a B.A. in Political Science and Economics from Queens University, Kingston, Ontario, Canada.
Peter Richman. Dr. Richman is one of our Directors. Dr. Richman is a Board Certified and Licensed Physician in three states. Since 2003, Dr. Richman has been an Assistant Professor at the Mayo Clinic of Medicine, Scottsdale, Arizona. From 1997 to 2001, Dr. Richman served as attending emergency physician and attending physician at Morristown Memorial Hospital, Morristown New Jersey. From 2001 to 2004, Dr. Richman was Senior Associate Consultant at
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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. Dr. Richman earned a Bachelor of Arts in Political Science from Brandeis University in 1989. Dr. Richman earned his medical degree from S.U.N.Y Health Science Center at Syracuse in 1993 and his MBA from Arizona State University in 2005.
Jay Kister. Mr. Kister is one of our Directors. Since June 2001, Mr. Kister has been employed with Blossom Valley Mortgage, Inc. Mr. Kister currently serves as a Loan Broker. From April 1999 to June 2001, Mr. Kisterthat was a Personal Banker for San Diego National Bank. He was primarily responsible opening and servicing commercial accounts and commercial loans. From May 1998 to April 1999, Mr. Kister worked for Bankmember of America performing essentially the same functions as he performed for San Diego National Bank. Mr. Kister earned a Bachelor of Arts degree in Spanish from Weber State University in Ogden, Utah in August 1997.
It is the intention of the person named in the accompanying proxy to vote proxies for the election of the three nominees. Each nominee has consented to being named in this proxy statement and to serve, if elected. In the event that any of the nominees should for some reason, presently unknown, become unavailable for election, the persons named in the form of proxy as proxy holders intend to vote for substitute nominees.
TERMS OF OFFICE
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.
EXECUTIVE OFFICERs and significant employees
Our executive officers are appointed by our Board of Directors and hold office until removed by the Board. The following table sets forth the names of our executive officers, their ages,President and present position.

Name
Age
Position
Jan Wallace52Chief Executive Officer and President
Munjit Johal51Chief Financial Officer

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

Munjit Johal. Mr. Johal is our Chief Financial Officer. Mr. Johal has broad experience in accounting, finance and management in the public sector. Mr. Johal also serves as the Chief Financial Officer for Makeup.Com Limited, and Davi Skin, Inc. Since 1998, Mr. Johal has served as the Chief Financial Officer for Dippy Foods, Inc. Mr. Johal held the same position with Bengal Recycling from 1996 to 1997. As the Chief Financial Officer for these companies, Mr. Johal was primarily responsible for overseeing the financial affairs of these entities and ensuring that their financial statements of these were accurate and complete and complied with all applicable reporting requirements. From 1990 to 1995, Mr. Johal serves as the Executive VP for Pacific Heritage Bank in Torrance, California. Mr. Johal earned his MBA degree from the University of San Francisco in 1980. He received his BS degree in History from the University of California in Los Angeles in 1978.
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EXECUTIVE COMPENSATION
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our former or current executive officers for the fiscal years ended 2006 and 2005.

SUMMARY COMPENSATION TABLE
Name and
principal position
Year
Salary
($)
Bonus
($)
Stock
Awards
($)
Option
Awards
($)
Non-Equity
Incentive Plan
Compensation
($)
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation
($)
Total
($)
Jan Wallace
President & CEO
2006
2005
180,000
8,641
-
-
600,000
-
-
-
-
-
-
-
-
-
60000
8,641
Munjit Johal
CFO
2006
2005
84,000
79,000
-
-
200,000
-
-
-
-
-
-
-
-
30000
79,000

Narrative Disclosure to the Summary Compensation Table
In April 2005, we entered into a Consulting Agreement with Wallace Black Financial & Investment Services (“WB”) to provide consulting services to us. Jan Wallace, our Chief Executive Officer isof Scientific Games from June 2014

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until August 2016. During his tenure at Scientific Games, Mr. Isaacs oversaw a principalgaming and lottery entertainment powerhouse that operated under a portfolio of WB. The Consulting Agreement provides for paymentsuccessful brands, including Bally, Barcrest, Global Draw, SG Lottery, Shuffle Master and WMS. Mr. Isaacs was instrumental in Scientific Games’ $5.1 billion acquisition of $10,000 per month, the issuances of 400,000 shares of 144 restricted shares of common stockBally Technologies in 2014 and 400,000 warrants exercisable at a price range from $0.50 to $2.00 for five (5) years from the date the contract is executed. Of the common shares issued to Wallace Black, only 200,000 shares were placed in Ms. Wallace’s name and the remaining 200,000 shares were issued to Ms. Black. The warrants to purchase 400,000 shares remain held in WB, in which Ms. Wallace holds indirect beneficial ownership. Additionally, Ms. Wallace was to be granted shares having a fair market value of $22,500 for each full month of service. In December 2005, we renegotiated the agreement with Ms. Wallace, who agreed accept the unpaid portion in cash through August 31, 2005, amounting to $112,500 and reduce her compensation to $8,500 per month through December 31, 2005. Ms Wallace also agreed to cancel shares issued for each month of service. Ms Wallace had received 45,000 shares that she returned to our corporate treasury.


In April 2005, we entered into an employment agreement with our Chief Financial Officer, Munjit Johal. As provided in the employment agreement, Mr. Johal is paid a base salary of $84,000. Mr. Johal received $79,000 in salary for the fiscal year ended December 31, 2005 and $84,000 in salary for the fiscal year ended December 31, 2006. Mr. Johal’s employment agreement expired April 2007. Salary paid is recorded in the summary compensation table above in the column titled “Salary.”
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As performance based bonuses in connection with their service to our company, the board of directors in 2006 issued to Ms. Wallace 400,000 shares of our common stock and 200,000 shares of our common stock to Mr. Johal as a stock award. The aggregate value of these shares was computed in accordance with FAS 123R and is reported in the summary compensation table above in the column titled “Stock Awards.”

At no time during the last fiscal year was any outstanding option repriced or otherwise modified. There was no tandem feature, reload feature, or tax-reimbursement feature associated with any of the stock options we granted to our executive officers or otherwise.

Outstanding Equity Awards at Fiscal Year-End 2006

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of December 31, 2006.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OPTION AWARDSSTOCK AWARDS
Name
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number
of
Shares
or Units
of
Stock That
Have
Not
Vested
(#)
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
That Have
Not
Vested
(#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested
(#)
Jan Wallace400,000--$0.50-$2,003/10/2010----
Munjit Johal (1)
---------

(1)  Effective April 1, 2005, Mr. Johal agreed to rescind his 250,000 shares of common stock and options to purchase 500,000 shares of common stock provided under his December 31, 2003 employment agreement and return his share certificates to our corporate treasury. Mr. Johal returned his share certificate to our corporate treasury.

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Compensation of Directors

The table below summarizes all compensation of our directors as of December 31, 2006.

DIRECTOR COMPENSATION
Name
Fees Earned or
Paid in
Cash
($)
Stock Awards
($)
Option Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Non-Qualified
Deferred
Compensation
Earnings
($)
All
Other
Compensation
($)
Total
($)
Jan Wallace-------
Peter Richman-------
Patrick McNiven (1)
-------
Jay Kister-------

(1)  Mr. McNevin resigned as a member of our board of directors on April 30, 2006.

Narrative Disclosure to the Director Compensation Table

Non-employee directors were not paid for their services in fiscal year ended December 31, 2006.

The consideration earned or paid to Jan Wallace and Munjit Johal were earned in connection with their service as executive officers. Jan Wallace and Munjit Johal received no compensation for their service as members of our board of directors.
SIGNIFICANT EMPLOYEES
We have no significant employees other than our executive officers.
FAMILY RELATIONSHIPS
There are no family relationships between or among the directors, executive officers, or persons nominated or chosen by us to become directors or executive officers.
LEGAL PROCEEDINGS
On January 13, 2006, Alliance Title Company, Inc. (“Alliance”) filed a complaint in the matter of Alliance Title Company, Inc. v. Secured Diversified Investment, Ltd. (case no. 06CC02129) in the Superior Court of California, County of Orange. The complaint alleges that Alliance, our escrow agent, was entrusted with $267,000 pursuant to escrow instructions, and that a mutual written agreement among the parties to the escrow was required to properly disperse the funds. Alliance further alleges that no instructions were provided to disperse the funds, but instead, competing claims for the funds were made by Secured Diversified Investment, Ltd., Clifford L. Strand, William S. Biddle, Gernot Trolf, Nationwide Commercial Brokers, Inc., and Prime Time Auctions, Inc.

Alliance has deposited the funds with the court and has asked for a declaration of rights regarding the funds. On April 5, 2007, this matter was settled with all parties involved. Each of the parties involved will pay its prorata share of these costs.

On January 5, 2007, our company and Ms. Jan Wallace entered into a Confidential Settlement and General Release Agreement (the “Settlement Agreement”) with Mr. Clifford L. Strand to resolve litigation in the matters of Clifford L. Strand v. Secured Diversified Investment, Ltd. (case no. 06CC02350) in the Superior Court of California, County of Orange, and William S. Biddle v. Secured Diversified Investment, Ltd. (case no. 06CC03959) in the Superior Court of California, County of Orange (the “Lawsuits”), as well as other claims involving Mr. Strand and our company as set forth in the Agreement.
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With respect to the $267,000 that Alliance Title Company deposited with the Superior Court of California in the matter of Alliance Title Company, Inc. v. Secured Diversified Investment, Ltd. (case no. 06CC02129), we had previously entered into a settlement agreement with Mr. William S. Biddle, Mr. Gernot Trolf, and Nationwide Commercial Brokers, Inc. that provides an order of disbursement as follows: $45,000 to Mr. Biddle, $42,000 to Mr. Trolf, $33,803 to Nationwide, and $33,803 to our company. Pursuant to an order dated May 16, 2006, Alliance Title Company, Inc. received $22,395 for attorney fees in the interpleader action. This left a balance of $89,998 remaining with the Superior Court of California. The Settlement Agreement with Mr. Strand provides that a stipulation and order of disbursement will be filed on the remaining $89,998 as follows: $80,000 to Mr. Strand and $9,998 to our company.

In addition to the above disbursement, the Settlement Agreement provides for a mutual release of claims, forbearance of prosecution, and dismissal of the Lawsuits with prejudice. Mr. Strand expressly waived any and all rights he may have had in connection with reemployment with our company, and agreed to refrain from pursuing complaints against our company and our officers and directors in any court or government agency.

Further under the Settlement Agreement, Mr. Strand granted an irrevocable proxy in connection with any shares of stock beneficially owned by him.

To the best of the 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 subjecttwo-year span helped grow annual revenues from $1.3 billion to $2.9 billion, reflecting a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject100 percent increase in social revenue growth which positioned Scientific Games as the No. 2 ranked global social interactive business. Prior 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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than2014, Mr. Isaacs served 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 since our incorporation or in any presently proposed transaction which, in either case, has or will materially affect us.

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On February 15, 2006, we acquired a 33 1/3% tenant-in-common interest in property located at 12202 North Scottsdale Road, Phoenix, Arizona 85054. We acquired our interest for $200,000 from Ms. Jan Wallace, our officer and director, who holds the remaining 66 2/3% ownership in the property.

In April 2005, we entered into a Consulting Agreement with Wallace Black Financial & Investment Services (“WB”) to provide consulting services to us. Jan Wallace, our Chief Executive Officer of SHFL Entertainment, Inc. and served as Executive Vice President and Chief Operating Officer of Bally from 2006 through 2011. In 2012, Mr. Isaacs played a key role in Bally’s $1.3 billion acquisition of SHFL entertainment and was pivotal in merging four companies (Scientific Games, Bally, SHFL and WMS) into a single, innovation-driven organization focused on empowering customers by creating the world’s best gaming and lottery experiences. Prior to joining Bally, he held senior roles and key management positions at Aristocrat Leisure Limited (“Aristocrat”) for eight years, including General Manager, Legal and Compliance; General Manager, Marketing and Business Development; and Managing Director, Europe, before becoming Aristocrat’s Americas President in 2003. Mr. Isaacs is a principalformer Non-Executive Director of WB. The Consulting Agreement provides for paymentDraftkings Inc. (NASDAQ:DKNG) from April 2020 to April 2021, and former Chairman of $10,000 per month, the issuances of 400,000 shares of 144 restricted shares of common stock and 400,000 warrants exercisable atSBTech from January 2019 to April 2020. Mr. Isaacs previously served as a price range from $0.50 to $2.00 for five (5) years from the date the contract is executed. Of the common shares issued to Wallace Black, only 200,000 shares were placed in Ms. Wallace’s nameTrustee 5 and the remaining 200,000 shares were issued to Ms. Black. The warrants to purchase 400,000 shares remain held in WB, in which Ms. Wallace holds indirect beneficial ownership. Additionally, Ms. Wallace was to be granted shares having a fair market value of $22,500 for each full month of service. In December 2005, we renegotiated the agreement with Ms. Wallace, who agreed accept the unpaid portion in cash through August 31, 2005, amounting to $112,500 and reduce her compensation to $8,500 per month through December 31, 2005. Ms Wallace also agreed to cancel shares issued for each month of service. Ms Wallace had received 45,000 shares that she returned to our corporate treasury.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a)President of the Exchange Act requires the Company’s directors, executive officers,International Association of Gaming Advisors, and persons who beneficially own more than ten percent of a registered class of the 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 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 the Company’s knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by the Company during or with respect to the year ended December 31, 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 , 2006:

Name and principal position
Number of
late reports
Transactions not
timely reported
Known failures to
file a required form
Jan Wallace
Chief Executive Officer, President, Director
010
Munjit Johal
Chief Financial Officer
010
Peter Richman
Director
001
Patrick McNiven
Former Director
101
Jay Kister
Director
100
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 13, 2007, the beneficial ownership of our voting capital stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our voting 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 3,252,798 shares of voting capital stock issued and outstanding on June 13, 2007, comprised of 2,896,820 shares of common stock and 355,978 shares of Series A 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.

Title of class
Name and address of beneficial owner (1)
Amount of beneficial ownership
Percent of class*
Executive Officers & Directors:
Common
Jan Wallace (2)
1,000,000 shares27.3%
CommonPeter Richman0 shares0%
Common
Jay Kister (3)
5,998 sharesLess than 1%
CommonMunjit Johal200,000 shares6.1%
Total of All Directors and Executive Officers:
1,205,998 shares
33%
More Than 5% Beneficial Owners:
Common
Kelly Black
7349 N. Scottsdale Road, #515
Scottsdale, Arizona 85283
201,250 shares6.1%
Common
Donald Schwall
8326 Geary Boulevard
San Francisco, California 94121
400,000 shares10.9%

(1)  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.
(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.
COMMITTES

Secured Diversified Investment, Ltd. does not currently have a compensation committee, executive committee, or stock plan committee. Secured Diversified Investment, Ltd. is currently quoted on the OTC Bulletin Board (“OTCBB”), which is sponsored by the NASD, under the symbol “SDVF.” The OTCBB does not have any listing requirements mandating the establishment of any particular committees.

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Audit Committee

We do not have a separately-designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actionsVice Chairman of the board of directors when performingof the functionsAmerican Gaming Association. Mr. Isaacs has a Masters of Laws degree and an undergraduate degree in Accounting and Financial Systems. Mr. Isaacs brings to the Company experience on public boards of directors and a proven track record of success in leading company turnarounds and establishing companies on strong growth trajectories.

The Board considers Mr. Isaacs qualified to serve on the Board given his more than 20 years’ experience in the gaming and technology industries, including in executive and leadership positions.

Cheryl Kondra has been a Director since December 2021 and was named the Audit Committee Chairperson as of March 2022. Since June 2020, Ms. Kondra has served as Vice President of Internal Audit at Tractor Supply Company (NASDAQ:TSCO), the largest rural lifestyle retailer in the United States. Prior to Tractor Supply Company, she had an extensive career in gaming, having served as the VP of Internal Audit for Genting Americas from 2019-2020. Prior to that she was VP of Internal Audit and Chief Compliance Officer at Pinnacle Entertainment from October 2014 to September 2018. Ms. Kondra was the Chief Audit Executive at Caesars Entertainment from October 2007 to August 2014 and held various other positions with Harrah’s and Caesars Entertainment since 1997 within the Internal Audit and Compliance functions. Ms. Kondra has a Master of Accountancy degree and an undergraduate degree in Accounting. Ms. Kondra is a Certified Internal Auditor.

The Board considers Ms. Kondra qualified to serve on the Board based on her more than 25 years’ experience in the gaming industry and audit/compliance field, including in executive and leadership positions, and her ability to build strong teams to address the many audit, Sarbanes Oxley compliance, regulatory and legal issues impacting companies in the gaming sector. As a global audit and compliance leader, Ms. Kondra has earned a reputation for agile, ethical leadership among external auditors, colleagues, and clients for handling domestic and international audit and compliance requirements in publicly traded, startup, and PE-owned companies. A board presenter, team builder, industry speaker, and influential executive often sought to build and strengthen internal audit, she has achieved notable cost savings, with concurrent advances in risk identification, audit integrity, budget reductions, staff empowerment, and standards at Caesars Entertainment, Pinnacle Entertainment, Genting Americas, and Tractor Supply Company.

Continuing Directors

The name, business experience and certain other information regarding each of the continuing directors of the Board is set forth below:

Mark A. Lipparelli has been a Director and our Chairman since July 2017. Mr. Lipparelli currently serves as the Managing Member and Chief Executive Officer of GVII, LLC, a Nevada gaming licensee that manages the Westgate Resort Las Vegas, (since November 2019); Managing Member of CAMS, LLC, a technology services

6

company to the online gaming industry, (since September 2019); and Managing Member of SBOpco, LLC, a sportsbook company operating as SuperBook, (since January 2021). Additionally, Mr. Lipparelli serves as an advisor to a limited number of operating and investment entities through GVIII, LLC where he is the Managing Member. Mr. Lipparelli has served as a member of the Board of Directors of Golden Entertainment, Inc. since 2015. Mr. Lipparelli also formerly represented State Senate District 6 in the Nevada Legislature, having been appointed to the post in December 2014, and served on a number of Senate committees. Mr. Lipparelli has also been an appointee to the Nevada Gaming Policy Committee. Between 2009 and 2012, Mr. Lipparelli served as a Board Member and Chairman of the Nevada Gaming Control Board. Between 2002 and 2007, Mr. Lipparelli served in various executive management positions at Bally Technologies, Inc., a gaming technology supply company listed on the NYSE, including as Executive Vice President of Operations. Prior to joining Bally, Mr. Lipparelli served as Executive Vice President and then President of Shuffle Master, Inc., a publicly traded gaming supply company, from 2001 to 2003; as Chief Financial Officer of Camco, Inc., a retail chain holding company, from 2000 to 2001; as Senior Vice President of Entertainment Systems for Bally Gaming, Inc. (a subsidiary of publicly traded Alliance Gaming Corporation), from 1998 to 2000; and various management positions including Vice President of Finance for publicly traded Casino Data Systems from 1993 to 1998. Mr. Lipparelli is a Board Trustee Emeritus of the University of Nevada Foundation, Board Member of the International Center for Responsible Gaming, member of the International Association of Gaming Advisors and a member of the International Masters of Gaming Law. Mr. Lipparelli holds a bachelor’s degree in finance and a master’s degree in economics from the University of Nevada, Reno.

The Board considers Mr. Lipparelli qualified to serve on the Board, as he brings over 25 years of experience in the gaming industry, including his service as Chief Executive Officer of a strategic advisory and product development firm, various executive management positions at companies serving the gaming industry, his legislative experience with the State Senate and past roles with the Nevada Gaming Control Board.

William A. Zender has been a Director since May 2014. Mr. Zender is currently an adjunct professor at the University of Nevada in the Extended Studies Program (Casino) and, since 2007, has provided gaming and gaming management consulting services through Bill Zender and Associates, LLC. Previously, Mr. Zender served as general manager of Artichoke Joe’s Casino in 2018 and 2019. From 2005 to 2007, Mr. Zender provided gaming and gaming management consulting services through Last Resort Consulting. Other positions Mr. Zender has held include Asian Games Manager at the famous Desert Inn Casino in Las Vegas, Casino Manager for the Maxim Hotel and Casino in Las Vegas, and Games Manager at Artichoke Joe’s Casino in San Bruno, California. From 1979 to 1981, Mr. Zender served as an Enforcement Agent with the Nevada Gaming Control Board. Mr. Zender earned a bachelor’s degree in Hotel Administration at the University of Nevada at Las Vegas and a Master’s Degree in Business from the University of Phoenix.

The Board considers Mr. Zender qualified to serve on the Board given his extensive table game industry experience. Mr. Zender was awarded the “Lifetime Achievement Award” at the 2014 World Game Protection Conference for his invaluable contributions and generous dedication to the casino industry. His credentials also include authoring seven books on gambling and gaming. Mr. Zender has notified the Company that he will be retiring from the Board effective on or about July 1, 2022. Mr. Zender’s resignation is not due to any disagreement with the Company.

Bryan W. Waters has been a Director since April 2015. Mr. Waters currently oversees Magnolia Lane Partners, LLC, a company he founded in 2012, which is an advisory and asset management firm, and is active in advising several specialty finance entities. Mr. Waters most recently served as CEO of Microf, LLC, a fin-tech platform and lease to own provider for the home improvement industry from June 2019 through September 2021. Mr. Waters served as President and Chief Operating Officer of Genesis Financial Solutions, the largest second look private label credit card issuer in the United States, from June 2016 to January 2018. Mr. Waters served as CEO of North America for Dollar Financial Group leading over 3000 employees throughout 850 finance centers from June 2015 through June 2016. In September of 2013, Mr. Waters assumed the role of Chief Executive Officer of CBV and served in that role until its successful sale in June 2015. In 2012, Mr. Waters joined the Board of CBV Collection Services, LTD, a private equity and management owned company and one of the largest independent outsourcing, collection services and debt buying organizations in Canada. In 2010,

7

Mr. Waters became Chief Executive Officer of B-Line, LLC, the largest purchaser and servicer of unsecured consumer bankruptcy claims in the country. At the time of its successful sale in late 2011, B-Line owned and serviced in excess of $300 million in assets. Mr. Waters joined Pacific National Bank in 2006 as President and Chief Executive Officer and was responsible for P & L growth of the privately held $2.3 billion 17 branch bank until its sale to U.S. Bank in October 2009. In 2001, Mr. Waters became Chief Financial Officer of Camco, Inc., a specialty finance lender. Shortly after his appointment, Mr. Waters also absorbed the roles of President and Chief Operating Officer until the successful sale of the company in December 2005 to Cash America International, Inc. a NYSE listed company. In 2001, Mr. Waters became Chief Financial Officer of Camco, Inc., a specialty finance lender. A graduate of University of California, Los Angeles, Mr. Waters started his career with Wells Fargo Bank in 1988 where he held numerous executive positions throughout his 12 years with the bank, including President of the Southern Nevada region.

The Board considers Mr. Waters to be qualified to serve on the Board given his experience at running, successfully growing and exiting private equity sponsored companies and his skills at building and leading teams to achieve outstanding results using a combination of judgment, experience and enthusiasm. He has a reputation as the “go-to” person to deal with high stakes, high profile challenges, whether that involves financial turnaround, restructure, mergers and acquisitions and/or charting of a new strategic direction.

Qualifications of Directors

Our directors are responsible for overseeing the management of the Company’s business and affairs, which requires highly skilled and experienced individuals. Our Board does not maintain a separate nominating committee. The entire Board from time to time engages in evaluating the appropriate size, needs and diversity of the Board with the objective of maintaining the necessary experience, skills and independence on the Board.

When evaluating director nominees, our directors consider the following factors:

The appropriate size and diversity of our Board;

Our needs with respect to the particular talents and experience of our directors;

The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;

Experience in political affairs;

Experience with accounting rules and practices;

The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members; and

Experience in the gaming industry and the desire and ability to successfully pass the extensive regulatory suitability investigations required by the Company and many gaming jurisdictions.

Our goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds. Other 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 our best interests as well as our stockholders, including a nominee’s experience and licensure in the gaming industry. Although the Board does not have a formal policy on diversity, it believes that diversity is an important consideration in the composition of the Board, and it seeks to include Board members with diverse backgrounds, perspectives, geography, culture, ethnicity, gender and experiences. Further criteria include the candidates’ integrity and values, as well as the willingness to devote sufficient time to attend meetings and participate effectively on the Board and its committees.

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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, we have not engaged third parties to identify or evaluate or assist in identifying additional potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary. The Board does not have a formal policy regarding the consideration of director candidates recommended by stockholders because it believes that its current nomination process is sufficient to identify directors who serve the Company’s best interests. The Board would evaluate any stockholder nominees based on the same criteria as all other director nominees, including without limitation, the ability to successfully pass the strict suitability investigations conducted by the Company and various gaming regulatory agencies.

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE TWO NOMINEES NAMED HEREIN

9

Corporate Governance

The Company is committed to good corporate governance, which we believe promotes the long-term interests of our stockholders and strengthens Board and management accountability.

Director Independence. We are not a “listed issuer” within the meaning of Item 407 of Regulation S-K. Applying the definition of “Independent Director” within the OTCQB Standards, we have determined all of our directors are independent directors. This determination, which is made annually, helps assure the quality of the Board’s oversight of management and reduces the possibility of damaging conflicts of interest.

Board Meetings. In 2021, the Board met 11 times in person or by teleconference and acted by unanimous written consent 12 times. Of the 11 in-person meetings, three included executive sessions with no members of management present. During 2021, all directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served.

Addition of Cheryl Kondra to the Board. On December 2, 2021 the Board voted unanimously to add Cheryl Kondra to the Board to fill the vacancy created by the passing of Norman DesRosiers. Ms. Kondra is also the chair of the recently approved Audit Committee, as discussed below.

Committees of the Board

Compensation Committee. Pursuant to the Charter, the Compensation Committee is to be comprised of no fewer than two non-employee members of the Board, and the members shall be free from any relationships or conflicts of interest with respect to the Company that would generallyimpair the member’s ability to make independent judgments. The members of the Compensation Committee will be performedappointed by the Board and can be removed by the Board at any time, with or without cause.

The authority and duties of the Compensation Committee include but are not limited to: approving the corporate goals and objectives relating to compensation and bonus incentive structure of the Chief Executive Officer and other executive officers and key employees and any company-wide bonus plans; approving any material grants of equity compensation of more than 100,000 shares of our common stock; retaining and terminating any compensation consultant; and reviewing and assessing the adequacy of the Charter.

The members of the Compensation Committee are currently Mr. Isaacs (Chairman), Mr. Waters and Mr. Zender. The Compensation Committee held no meetings during 2021.

Audit Committee. At a meeting of the Board of Directors on February 21, 2022, the Board approved the creation of an audit committee. Audit Committee. Members of the Audit Committee are Ms. Kondra (Chair), Mr. Isaacs and Mr. Waters.

The boardduties of directors approvesthe Audit Committee include but are not limited to: approving the selection of our independent accountants and meetsmeeting and interactsinteracting with the independent accountants to discuss issues related to financial reporting. In addition, the board of directorsAudit Committee reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.


We do not have an audit committee financial expert because of the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes.

For the fiscal year ending December 31, 2006, the board of directors:

1.  Reviewed and discussed the audited financial statements The Audit Committee regularly holds executive sessions with management, and

2.  Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor's independence.

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2006 to be included in the Company’s Annual Report on Form 10-KSB/Aindependent auditors and filed with the Securities and Exchange Commission.

internal controls consultants at its regular quarterly meetings.

Nominating Committee


The Company's. Our Board of Directors does not maintain a nominating committee. As a result, no written charter governs the director nomination process. The size of our Board, at this time, does not require a separate nominating committee.

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Board’s Role in RiskOversight. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company’s approach to risk management. The Board exercises these responsibilities on an ongoing basis as part of its meetings. The Board’s consideration of the Company’s strategies and other matters presented to the Board, including financial matters, investments, acquisitions and divestitures, inherently include a systematic review of risk. The Board’s role in risk oversight is consistent with the Company’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for managing the Company’s risk exposure, and the Board and its committees providing oversight of those efforts.

The Company has implemented internal processes and controls to identify and manage risks and to communicate with the Board regarding risk management. These include suitability reviews of customers, partners, vendors and other persons/entities with which the Company does business, an internal and external audit process, internal approval and signature authority processes and legal department or outside counsel review of material contracts. In connection with these processes and controls, management regularly communicates with the Board, Board committees and individual directors regarding identified risks and the management of these risks, and individual directors often communicate directly with senior management on matters relating to risk management.

In part to further the distinction between management’s day to day role in operating the Company and the size ofBoard’s oversight function, the Company maintains separation between the Company’s executive officer functions and service on the Board.

Stockholder Communications with Directors. Stockholders may communicate with the Board at this time, do not requireor an individual director by sending a separate nominating committee.


The Company's independent directors annually review all director performance over the past year and make recommendationsletter to the Board for future nominations. When evaluating director nominees,or to a director’s attention care of the Company's independent directors consider the following factors:
§  The appropriate size of the Company’s Board of Directors;
§  The needs of the Company with respect to the particular talents and experience of its directors;
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§  The knowledge, skills and experience of nominees, including experience in finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
§  Experience in political affairs;
§  Experience with accounting rules and practices; and
§  The desire to balance the benefit of continuity with the periodic injection of the fresh perspective provided by new Board members.

The Company’s goal is to assemble a Board that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board will also consider candidates with appropriate non-business backgrounds.

Other 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 interestsCorporate Secretary of the Company at Galaxy Gaming, Inc., 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118. The Corporate Secretary will open, log and deliver all such correspondence (other than advertisements, solicitations or communications that contain offensive or abusive content) to directors on a periodic basis, generally in advance of each Board meeting.

Attendance at Stockholders’ Meetings. The Company encourages directors to attend the Annual Meeting. All of our then current Board members attended our 2021 Annual Meeting of Stockholders.

Code of Ethics. The Company has not adopted a Code of Ethics for our financial executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. The Company does have in place a new code of conduct which is included in its stockholders. employee handbook, among other polices. The code of conduct and all other policies within the employee handbook are to be followed by all employees.

Cooperation Agreement with Tice Brown

On April 20, 2022, we entered into a Cooperation Agreement (the “Cooperation Agreement”) with Tice Brown (“Mr. Brown”).

Pursuant to the terms of the Cooperation Agreement, Mr. Brown has agreed to (1) irrevocably withdraw his previously proposed nomination of himself to the Board and his proposal requesting that the Board declassify the Board by electing each director on an annual basis, with respect to the 2022 Annual Meeting, (2) immediately cease all solicitation efforts in connection with the 2022 Annual Meeting and (3) cause all voting securities of the Company owned beneficially by Mr. Brown and for which he has the right to direct the vote, to be cast in favor of each of the Company’s proposals and for each of the Board’s nominees for director at the 2022 Annual Meeting.

In addition, the Board identifies nominees by first evaluating thewe agreed to form a hiring committee consisting of two current members of the Board willing to continue in service. Current membersand one independent stockholder who has owned shares of the Company’s common stock for more than two years (the “Hiring Committee”) for the purpose of identifying and unanimously recommending to the Board a qualified

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candidate (the “Independent Director”) to fill the vacancy that will be created by the resignation of Mr. William Zender. The Board has agreed to promptly cause the Independent Director, subject to the satisfaction of certain qualifications and requirements as set forth in the Cooperation Agreement, to be appointed to the Board for a term expiring at the 2024 Annual Meeting of Stockholders.

The Cooperation Agreement also provides for certain “standstill” provisions that restrict Mr. Brown and his affiliates from, among other things, engaging in any solicitation of proxies or written consents with skillsrespect to the voting securities of the Company or acquiring any securities of the Company that would result in Mr. Brown having beneficial ownership of more than 9.9% of the Company’s voting securities. The standstill provisions expire on the date that is two years after the 2022 Annual Meeting, unless the Cooperation Agreement is earlier terminated in accordance to the terms hereof. The Cooperation Agreement also provides Mr. Brown with certain Board observer rights prior to the appointment of the Independent Director.

Director Compensation

The table below summarizes all compensation paid to each named director for the last completed fiscal year.

DIRECTOR COMPENSATION TABLE

 

Name

 Fees Earned or
Paid in Cash		  Stock
Awards		  Option
Awards		  Non-equity
Incentive Plan
Compensation		  Non-qualified
Deferred
Compensation
Earnings		  All Other
Compensation		  Total 

Mark A. Lipparelli(1)

 $90,000  $368,000  $—  $—  $—  $—  $458,000 

Michael Gavin Isaacs(2)

 $42,000  $232,200  $—  $—  $—  $—  $274,200 

Cheryl A. Kondra(3)

 $3,500  $13,032  $—  $—  $—  $—  $16,532 

William A. Zender(4)

 $42,000  $147,200  $—  $—  $—  $—  $189,200 

Bryan W. Waters(5)

 $42,000  $147,200  $—  $—  $—  $—  $189,200 

(1)

Mr. Lipparelli was appointed as the Chairman of the Board effective July 26, 2017. During the year ended December 31, 2021, Mr. Lipparelli received 100,000 shares of our restricted common stock in quarterly installments valued at $368,000, using the grant date trading price of our stock. The shares vested immediately on the grant date. We also provided Mr. Lipparelli annual cash compensation of $90,000 paid in monthly installments.

(2)

Mr. Isaacs was appointed to the Board effective June 3, 2019, and the Board authorized the issuance of 75,000 restricted shares of our common stock, which vest yearly over a three-year period beginning June 3, 2020. 50,000 shares have vested as of December 31, 2021, with a value of $85,000, using the trading price of our stock on that day. During the year ended December 31, 2021, Mr. Isaacs received 40,000 shares of our restricted common stock in quarterly installments valued at $147,200, using the grant date trading price of our stock. The shares vested immediately on the grant date. We also provided Mr. Isaacs cash compensation of $42,000 paid in monthly installments.

(3)

Ms. Kondra was appointed to the Board effective December 2, 2021, and the Board authorized the issuance of 75,000 restricted shares of our common stock, which vest yearly over a three-year period beginning December 2, 2022. During the year ended December 31, 2021, Ms. Kondra received 3,333 shares of our restricted common stock valued at $13,032, using the grant date trading price of our stock. The shares vested immediately on the grant date. We also provided Ms. Kondra cash compensation of $3,500 paid in monthly installments. Mr. Zender has notified the Company that he will be retiring from the Board effective on or about July 1, 2022.

(4)

Mr. Zender was appointed to the Board effective May 1, 2014. During the year ended December 31, 2021, Mr. Zender received 40,000 shares of our restricted common stock in quarterly installments valued at $147,200, using the grant date trading price of our stock. The shares vested immediately on the grant date. During the year ended December 31, 2021, Mr. Zender exercised 100,000 options valued at $330,250, using the exercise date price of our stock. We also provided Mr. Zender annual cash compensation of $42,000 paid in monthly installments.

(5)

Mr. Waters was appointed to the Board, effective April 1, 2015. During the year ended December 31, 2021, Mr. Waters received 40,000 shares of our restricted common stock in quarterly installments valued at $147,200, using the grant date trading price of our stock. The shares vested immediately on the grant date. During the year ended December 31, 2021, Mr. Waters exercised 100,000 options valued at $322,625, using the exercise date price of our stock. We also provided Mr. Waters annual cash compensation of $42,000 paid in monthly installments.

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SECURITY OWNERSHIP

The following table sets forth, as of April 6, 2022, the beneficial ownership of our common stock by each executive officer and experiencedirector, by each person known by us to beneficially own more than 5% of our common stock and by the executive officers and directors as a group. Unless otherwise indicated, the named persons possess sole voting and investment power with respect to the shares listed (except to the extent such authority is shared with spouses under applicable law). The percentages are based upon a total of 23,762,933 shares of common stock outstanding as of April 6, 2022, and includes shares which the individuals shown have the right to acquire upon exercise of stock options that are relevantvested or vest within 60 days following April 6, 2022. Such shares are deemed to be outstanding in calculating the percentage ownership of such individual (and the group) but are not deemed to be outstanding as to any other person.

Name of Beneficial Owner

  Amount of
Beneficial
Ownership		   Percent of Class 

Director and Executive Officers

Mark A. Lipparelli, Director(1)

   1,922,848    8.09% 

Michael Gavin Isaacs, Director

   229,319    0.97% 

William A. Zender, Director

   626,715    2.64% 

Bryan W. Waters, Director(2)

   535,048    2.25% 

Cheryl A. Kondra, Director

   7,356    0.03% 

Todd P. Cravens, President and Chief Executive Officer(3)

   1,140,000    4.80% 

Harry C. Hagerty, Chief Financial Officer(4)

   873,500    3.68% 
  

 

 

   

 

 

 

Total Directors, Executive Officers (7 persons)

   5,334,786    22.45% 
  

 

 

   

 

 

 

5% Beneficial Owners

    
  

 

 

   

 

 

 

Tice Brown (5)

   1,409,063    5.94% 

(1)

Mr. Lipparelli holds 1,792,848 shares of common stock under his name and 130,000 shares under Mark Allan Lipparelli TTEE.

(2)

Mr. Waters holds options to purchase 75,000 shares of our common stock which are either exercisable at April 6, 2022 or exercisable within 60 days and 460,048 shares of common stock.

(3)

Mr. Cravens holds options to purchase 938,000 shares of our common stock which are either exercisable at April 6, 2022, or exercisable within 60 days and 202,000 shares of common stock.

(4)

Mr. Hagerty holds options to purchase 66,668 shares of our common stock which are either exercisable at April 6, 2022, or exercisable within 60 days and 806,832 shares of common stock.

(5)

Based on a Schedule 13D filed with the SEC on April 1, 2022 by Tice Brown.

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EXECUTIVE COMPENSATION

Compensation discussion and analysis. Our current executive compensation plan consists of cash, stock and/or stock options compensation to the Company’s business andexecutive officers, who are willingprimarily responsible for the day-to-day management and continuing development of our business.

Summary compensation table. The table below summarizes all compensation awarded to continue in service are consideredor earned by each named executive officer for re-nomination. If any membereach of the Board doeslast two completed fiscal years.

SUMMARY COMPENSATION TABLE

 

Name and Principal Position

  Year   Salary   Bonus   Stock
Awards		   Option
Awards		   Non-equity
Incentive
Plan		   Non-qualified
Deferred
Earnings		   All Other
Compensation(1)		   Total 

Todd P. Cravens (1) (2)

   2021   $275,000    —     $181,600    —      —      —     $18,731   $475,331 

Chief Executive Officer

   2020   $274,327   $139,500    —     $255,017    —      —     $17,260   $686,104 

Harry C. Hagerty (1)

   2021   $200,000    —      —      —      —      —     $19,991   $219,991 

Chief Financial Officer

   2020   $200,000   $111,500   $107,720    —      —      —     $19,072   $438,292 

(1)

For our executives, all other compensation includes standard benefits such as health insurance premiums and contributions to a deferred contribution plan (“401k”).

(2)

During the year ended December 31, 2021, Mr. Cravens received 80,000 shares of our restricted common stock valued at $181,600, using the grant date trading price of our stock. The shares vested in full on November 11, 2021. During the year ended December 31, 2020, Mr. Cravens was granted options to purchase 225,000 shares of our common stock. The value of Mr. Cravens’ option awards was based on their grant date fair value, using the Black-Scholes option pricing model.

Outstanding equity awards at fiscal year-end table. The following table summarizes all unexercised options, stock that has not wish to continue in service or if the Board decides not to re-nominate a membervested, and equity incentive plan awards outstanding for re-election, the Board then identifies the desired skills and experience of a new nominee in lighteach named executive officer as of the criteria above. Current membersend of the Board are polledlast completed fiscal year.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 

OPTION AWARDS

  STOCK AWARDS 

Name

 Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		  Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		  Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		  Option
Exercise
Price
($)		  Option
Expiration
Date		  Number
of
Shares
or
Units  of
Stock
That
Have
Not
Vested
(#)		  Market
Value of
Shares
or
Units of
Stock
That
Have Not
Vested
($)		  Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or Other
Rights
That  Have
Not
Vested
(#)		  Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units  or
Other
Rights
That Have
Not
Vested
(#)		 

Todd P. Cravens, CEO

  938,000   137,000   —  $0.76 - $1.93   
7/26/22, 10/12/23,
2/21/24, 2/17/25		 
 		  —   —   —   — 

Harry C. Hagerty, CFO

  —   66,668   —  $1.97   10/22/24   —   —   —   — 

Employment Agreements; Severance and Change in Control Arrangements

We typically enter into employment agreements with our executive officers. The agreements specify duties and minimum compensation commitments. The agreements also provide for suggestions asseverance benefits in certain circumstances and impose restrictive covenants that relate to, individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date,among other things, confidentiality and competition.

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On July 26, 2017, the Company has not engaged third partiesentered into an employment agreement with Todd Cravens. The agreement was amended on February 17, 2020, to, identify or evaluate or assist in identifying potential nominees, althoughamong other things, extend the Company reservesterm through July 26, 2022. Pursuant to the right in the future to retain a third party search firm,employment agreement, Mr. Cravens is paid an annual base salary of $275,000 and is eligible for bonuses if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve the Company's best interests.

MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 2006, the Board met 5 times, in person orand as approved by telephonic conference. Each incumbent Director attended in excess of 75 percent of the total meetings of the Board. In addition, various matters werepursuant to the agreement, Mr. Cravens was granted (i) options to purchase up to 450,000 shares of our common stock, at a price per share of $0.76 which vest in equal amounts on July 27, 2017, August 1, 2018 and August 1, 2019; (ii) options to purchase 150,000 shares of our common stock at a price per share of $1.90 which vested on August 1, 2020; and (iii) options to purchase 225,000 shares at a price per share of $1.93 which vest as follows: 88,000 shares on July 26, 2021, 87,000 shares on July 26, 2022, and 50,000 shares on July 26, 2023. In the event Mr. Cravens is terminated without cause or terminates his employment for good reason, he would be entitled to salary continuation and continuation of certain benefits for an additional one year.

On May 1, 2017, the Company entered into an employment agreement with Harry C. Hagerty. The agreement was recently amended on January 3, 2022 to, among other things, extend the term through April 30, 2024. Pursuant to the agreement, as amended since its execution, Mr. Hagerty receives a base salary of $200,000 and is eligible for bonuses if and as approved by consent resolution which in each casethe Board. In addition, pursuant to the Agreement, as amended on January 3, 2022, Mr. Hagerty was signed by eachgranted an option to purchase 200,000 shares of the membersCompany’s common stock at a price per share of $3.91, subject to vesting and other conditions. In the event Mr. Hagerty is terminated without cause or terminates his employment for good reason, he would be entitled to salary continuation and continuation of certain benefits for an additional one year.

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PROPOSAL 2

APPROVAL, ON AN ADVISORY BASIS, OF THE

COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our stockholders have the opportunity to cast an advisory vote every third year to approve the compensation of our named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules, the compensation tables, and the narrative disclosures that accompany the compensation tables (a “say-on-pay proposal”).

Our executive compensation program is designed to be simple, effective, and link pay to performance. It reflects the size, scope, and success of our business, as well as the responsibilities of our named executive officers. We believe our compensation program appropriately rewards performance and is aligned with the long-term interests of our stockholders.

We value the feedback provided by our stockholders. We have discussions with many of our stockholders on an ongoing basis regarding various corporate governance topics, including executive compensation, and we make every effort to take into account the views of stockholders regarding the design and effectiveness of our executive compensation program.

Stockholders are being asked to approve the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to the named executive officers as disclosed in this Proxy Statement pursuant to the SEC’s executive compensation disclosure rules, is hereby approved.

As an advisory vote, this proposal is not binding on the Company, the Compensation Committee or the Board. However, the Board then serving.


and Compensation Committee value the opinions expressed by stockholders in their votes on this proposal and will consider the outcome of the vote when making future compensation decisions regarding named executive officers.

It is expected that the next say-on-pay vote will occur at the 2025 annual meeting of stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR“FOR” THE APPROVAL,

ON AN ADVISORY BASIS, OF THE NOMINEES. PROXIES SOLICITED BY SECURED DIVERSIFIED INVESTMENT, LTD. WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.COMPENSATION OF THE

COMPANY’S NAMED EXECUTIVE OFFICERS

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16

PROPOSAL NO. 2

BOARD AUTHORITY TO CHANGE NAME
3

RATIFICATION OF THE APPOINTMENT OF MOSS ADAMS, LLP

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Moss Adams, LLP as our independent registered public accounting firm (“independent auditor”) for the fiscal year ending December 31, 2022, and stockholders are being asked to ratify such appointment at the Annual Meeting.

The Board believes that representatives of Directors approved,Moss Adams, LLP will attend the Annual Meeting, and recommends thatwill have an opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions from stockholders.

If the appointment of Moss Adams, LLP is not ratified by stockholders, the Audit Committee will reconsider such appointment and may choose in its sole discretion to confirm the appointment of Moss Adams, LLP or to engage a different firm to serve as the Company’s shareholders approve, a grant of authority to the Board of Directors to amend our Articles of Incorporation for the sole purpose of changing the name of the corporation at a later date to a name that the Board of Directors deems advisable.

The Board of Directors believes that this authorization is in 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 business 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 need to reflect any such new business opportunity as it is highly unlikely that our current name will suffice in this regard.
The principal purpose of this proposal is to save the cost and expense of another information statement once we determine what business or industry in which we intend to conduct our business operations, by private or public financing or by acquisition. We are currently exploring our alternatives including other business ventures and may need to change our name to more adequately reflect the nature of our business. If our name has to be changed to more adequately reflect our business, the time, delay and expense in having to call a special meeting for that purpose would be a disadvantage. Although the Board of Directors has no present intention of changing the name, if we are successful in changing the nature of our business, it would be beneficial to change the name in the event of a change of business, merger or acquisition.
independent auditor.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR“FOR” THE RATIFICATION OF AUTHORIZINGTHE

APPOINTMENT OF MOSS ADAMS, LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE BOARDFISCAL YEAR ENDING DECEMBER 31, 2022

FEES PAID TO CONDUCT A NAME CHANGE. PROXIES SOLICITED BY SECURED DIVERSIFIED INVESTMENT, LTD. WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.


PROPOSAL NO. 3
BOARD AUTHORITY TO REVERSE SPLIT
Our Board of Directors approved, and recommends that the Company’s shareholders approve, a grant of authority to the Board of Directors to reverse split the Company’s outstanding capital stock, including common stock, Series A Preferred Stock, and Series B Preferred Stock, at a ratio of up to 10 to 1, as determined at a later date in the discretion of the Board of Directors.
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Our Board of Directors believes that it is in our best interest to grant authority to the Board to implement a reverse split at a later date if needed. As noted above, we are attempting to locate and acquire new or additional business opportunities. 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 and attract funding sources or merger partners on terms that will be most beneficialOUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Aggregate fees billed to us for services rendered during the fiscal years ended December 31, 2021 and our stockholders.


As with the name change proposal above, the principal purpose of this proposal is to save the cost and expense of another information statement once a business opportunity is discovered. If a reverse split of the Company’s capital stock is required to consummate a business relationship, the time, delay and expense in having to call a special meeting for that purpose would be a disadvantage. Although the Board of Directors has no present intention of conducting a reverse stock split, it is in our best interest to provide the Board the flexibility needed to acquire a valuable business opportunity. Due to this uncertainly, we do not know at the present time whether the Board will decide to reverse split the Company’s outstanding captial stock or, if the Board decides to do so, whether the Board will choose to split the Company’s outstanding shares on a 10 to 1 or lesser ratio.

How a Reverse Stock Split Will Affect Stockholders

The 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. 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, or, at our option, 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 we elect to cash out such shareholders. In addition, the reverse stock split will not affect any stockholders percentage ownership or proportionate voting power, subject to the treatment of fractional shares.

The principal effect of the reverse stock split will be that the number of shares of the 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):

Title of Stock
Shares Pre-Reverse
Shares Post-Reverse
Common Stock2,896,820289,682
Series A Preferred Stock355,97835,598
Series B Preferred Stock8,044805

The number of authorized shares will remain unaffected by this proposal.

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Effect on Fractional Stockholders

The percentage 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 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 stock to receive at least one share in the reverse stock split and you want to continue to hold our 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 stock so that you hold at least an amount of shares in your account prior to the reverse stock split that would entitle you to receive at least one share of 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 stock in one account prior to the reverse stock split that would entitle you to receive at least one share of 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.

Effect on Registered and Beneficial Stockholders

Upon the reverse 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 if you have any questions in this regard, we encourage you to contact your nominee.
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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 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, 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 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 proposed in response to any effort of which we are aware to accumulate the shares of stock or obtain control of us.

Procedure for Effecting Reverse Stock Split

The reverse stock split will become effective on the date decided by the Board of Directors in its sole discretion. Beginning on the effective date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF AUTHORIZING THE BOARD TO CONDUCT A REVERSE STOCK SPLIT. PROXIES SOLICITED BY SECURED DIVERSIFIED INVESTMENT, LTD. WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A CONTRARY CHOICE.

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AUDIT FEES
The aggregate fees billed2020 by our independent auditors for professional services renderedand their respective affiliates were approximately:

   2021 Fees   2020 Fees 

Audit Fees:

  $265,088   $318,285 

Total Fees:

  $265,088   $318,285 

The Audit Fees listed above were billed in connection with a reviewthe audit of our annual consolidated financial statements and the reviews of our interim consolidated financial statements included in our quarterly reports on Form 10-QSB and10-Q.

All of the auditfees set forth in the table above were pre-approved by the Board. Prior to the creation of a separate Audit Committee in March 2022, the entire Board performed the functions of the Audit Committee.

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OTHER MATTERS

We are not aware of any matter other than those described in this Proxy Statement that will be acted upon at the Annual Meeting. In the event that any other matter properly comes before the Annual Meeting for a vote of stockholders, the persons named as proxies in the enclosed form of proxy will vote in accordance with their best judgment on such other matter.

STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

Proxy Statement Proposals

Pursuant to Rule 14a-8 under the Exchange Act (“Rule 14a-8”), if a stockholder wants to submit a proposal for inclusion in our annual financial statementsproxy materials for the fiscal years ended2023 Annual Meeting of Stockholders, it must be received at our principal executive offices, 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118, Attention: Corporate Secretary, not later than December 31, 2006 and December 31, 2005 were approximately $60,500 and $135,000 respectively.

AUDIT-RELATED FEES
Our auditors did not bill any additional fees for assurance and related services that are reasonably related to26, 2022 if the performanceCompany’s 2023 Annual Meeting of Stockholders is held within 30 days of June 1, 2023. In the audit or review of our financial statements.
TAX FEES
The aggregate fees billed by our auditors for professional services for tax compliance, tax advice, and tax planning were $16,065and $11,540 for the fiscal years ended December 31, 2006 and December 31, 2005.
ALL OTHER FEES
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 were $2,000 and $0 respectively.


FINANCIAL AND OTHER INFORMATION

The Company has prepared and filed the Annual Report on Form 10-KSB/A for the fiscal year ended December 31, 2006. The Company is sending to shareholders the annual report for the most recent fiscal year.
WHERE YOU CAN FIND MORE INFORMATION
The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and, in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "SEC"). You can read and copy any materialsevent that the Company fileselects to hold its 2023 Annual Meeting of Stockholders more than 30 days before or after June 1, 2023, such stockholder proposals would have to be received by the Company a reasonable time before the Company’s solicitation is made. In order to avoid controversy, stockholders should submit proposals by means, including electronic means, which permit them to prove the date of delivery.

Other Proposals and Nominations

For any proposal or director nomination that is not submitted for inclusion in next year’s proxy statement pursuant to the process set forth above, but is instead sought to be presented directly at the 2023 Annual Meeting of Stockholders, stockholders are advised to review our Second Amended and Restated Bylaws as they contain requirements with respect to advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements and those under the Company’s Second Amended and Restated Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 2, 2023.

All proposals should be sent to our principal executive offices at 6480 Cameron Street, Suite 305, Las Vegas, Nevada 89118, Attention: Corporate Secretary and by email to hhagerty@galaxygaming.com.

The Company intends to file a Proxy Statement and WHITE proxy card with the SEC atin connection with its solicitation of proxies for our 2023 Annual Meeting. Stockholders may obtain our Proxy Statement (and any amendments and supplements thereto) and other documents as and when filed by the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C., 20549. You can obtain information about the operation of the SEC's Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains information the Company files electronically with the SEC which youwithout charge from the SEC’s website at: www.sec.gov. A copy of our Second Amended and Restated Bylaws can access over the Internet at http://www.sec.gov. Copies of these materials may also be obtainedaccessed through the SEC’s website or is available by mail fromrequest to the Public Reference SectionCorporate Secretary at the address set forth above.

A proxy granted by a stockholder will give discretionary authority to the proxies to vote on any matters introduced pursuant to the above advance notice bylaw provisions, subject to applicable rules of the SEC, 450 Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.

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FORWARD-LOOKING STATEMENTS
ThisSEC.

Your cooperation in giving this matter your immediate attention and in returning your proxy statement includes statements that are not historical facts. These statements are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 and are based, among other things, on the Company’s current plans and expectations. As such, these forward-looking statements involve uncertainty and risk.


The Company does not undertake any obligation to update the forward-looking statements contained in this proxy statement to reflect actual results, changes in assumptions, or changes in other factors affecting these forward-looking statements.
promptly will be appreciated.

By Order of the Board of Directors
/s/ Jan Wallace
Jan WallaceHarry C. Hagerty
Chief Financial Officer, Treasurer and Corporate Secretary

Dated: April 25, 2022

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LOGO

P.O. BOX 8016, CARY, NC 27512-9903

Chief Executive Officer

YOUR VOTE IS IMPORTANT! PLEASE VOTE BY:

LOGO

INTERNET

Go To: www.proxypush.com/GLXZ

•  Cast your vote online

•  Have your Proxy Card ready

•  Follow the simple instructions to record your vote

LOGO

PHONE    Call 1-866-829-5207

•  Use any touch-tone telephone

•  Have your Proxy Card ready

•  Follow the simple recorded instructions

LOGO

MAIL

•  Mark, sign and Directordate your Proxy Card

•  Fold and return your Proxy Card in the postage-paid envelope provided

LOGO

You must register to attend the meeting online and/or participate at www.proxydocs.com/GLXZ

 

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SECURED DIVERSIFIED INVESTMENT, LTD.

Galaxy Gaming, Inc.

Annual Meeting of ShareholdersStockholders

For Stockholders of record as of April 06, 2022

July 3, 2007


PROXY

TIME:

Wednesday, June 1, 2022 9:00 AM, Local Time

PLACE:

Annual Meeting to be held Live via the Internet please visit www.proxydocs.com/GLXZ for more details

This Proxyproxy is being solicited on behalf of the Board of Directors for use at the

Annual Meeting on July 3, 2007

The undersigned hereby appoints Jan WallaceTodd Cravens and Harry Hagerty (the “Named Proxies”), and each or either of Secured Diversified Investment, Ltd.them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the attorney and proxyshares of capital stock of Galaxy Gaming, Inc. which the undersigned is entitled to attend the annualvote at said meeting of shareholders of Secured Diversified Investment, Ltd., to be held July 3, 2007 beginning at 11:00 am, Pacific Daylight Time, at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, and at any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the stock the undersigned would be entitled to vote if personally present, on all matters set forth in themeeting and revoking any proxy statement sent to shareholders, a copy of which has been received by the undersigned, as follows:


Please mark your votes as indicated [X] Total Number of Shares Held: ____________

heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED AS THE BOARD RECOMMENDS. This proxy, when properly signedexecuted, will be voted in the manner directed herein by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.

1.  
Election of Directors
Nominees - Ms. Jan Wallace, Dr. Peter Richman, and Mr. Jay Kister

FOR Election of ALL NomineesNOT FOR Election of ALL NomineesABSTAIN
[ ][ ][ ]
Except vote withheld from the following nominee listed above. (INSTRUCTION: To withhold authority to vote for a nominee, strike a line through the nominee’s name in the list below.)

Mr. Jan Wallace, Dr. Peter Richman, Mr. Jay Kister
2.  
Authorization granted to the Board of Directors to change the name of the Company at a later date as determined by the Board of Directors.
FOR Authority to Change NameNOT FOR Authority to Change NameABSTAIN
[ ][ ][ ]
3.  
Authorization granted to the Board of Directors to reverse split the Company’s common and preferred stock at a ratio of up to 10/1 as determined by the Board of Directors.
FOR Authority to Reverse SplitNOT FOR Authority to Reverse SplitABSTAIN
[ ][ ][ ]

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herein. In their discretion, the proxiesNamed Proxies are authorized to vote upon such other business asmatters that may properly come before the meeting.

IMPORTANT - meeting or any adjournment or postponement thereof.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND RETURN PROMPTLY. When joint tenants hold shares, both should sign. When signing as attorney, executor, administrator, trustee, DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

Galaxy Gaming, Inc.

Annual Meeting of Stockholders

Please make your marks like this:

LOGO

THE BOARD OF DIRECTORS RECOMMENDS A VOTE:

FOR ON PROPOSALS 1, 2 AND 3

PROPOSALYOUR VOTEBOARD OF DIRECTORS RECOMMENDS

1.

To elect two (2) members of the Company’s Board of Directors to serve for a three (3)- year term expiring at the 2025 Annual Meeting of Stockholders or until each director’s successor has been duly elected and qualified.FORWITHHOLDLOGO
1.01 Michael Gavin Isaacs (Class III)☐☐FOR
1.02 Cheryl Kondra (Class III)☐☐FOR
FORAGAINSTABSTAIN

2.

To approve, on an advisory basis, the compensation of the Company’s named executive officers.☐☐☐FOR

3.

To ratify the appointment of Moss Adams, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.☐☐☐FOR

You must register to attend the meeting online and/or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by an authorized person. participate at www.proxydocs.com/GLXZ

Authorized Signatures - Must be completed for your instructions to be executed.

Please sign exactly as your namename(s) appears on your stock certificate(s).

account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.

Signature (and Title if applicable)  
Print NameSignatureDate
  
  
Print NameSignature (if held jointly)SignatureDate