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

GALAXY GAMING, INC.

(Name of Registrant as Specified in Its Charter)

Payment of filing fee (Check the appropriate box):

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.  
(1)

Title of each class of securities to which transaction applies:

2.  (2)

Aggregate number of securities to which transaction applies:

3.  (3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4.  (4)

Proposed maximum aggregate value of transaction:

5.  (5)

Total fee paid:


[ ]
☐Fee paid previously with preliminary materials.materials:
[ ]
☐Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formform or Scheduleschedule and the date of its filing.
1)  
(1)

Amount Previously Paid:previously paid:

(2)

Form, schedule or registration statement no.:

(3)

Filing party:

(4)

Date filed:

2)  Form, Schedule or Registration Statement No.:
3)  Filing Party:
4)  Date Filed:

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

LOGO

July 29, 2019

Dear Shareholder:


Stockholder:

You are cordially invited to attend the annual meeting of shareholdersstockholders of Secured Diversified Investment, Ltd., which willGalaxy Gaming, Inc. to be held at 3273 E. Warm Springs Rd., Las Vegas,9:00 a.m. (local time) on Wednesday, August 28, 2019, at Green Valley Ranch Resort Spa & Casino, 2300 Paseo Verde Parkway, Henderson, Nevada, 89120,89052.

At the meeting, we will be electing five (5) members of our Board of Directors, conducting an advisory vote to approve executive officer compensation and conducting an advisory vote regarding the frequency with which we will schedule advisory votes on July 3, 2007, at 11:00 am Pacific Daylight Time.


Detailsapproval of executive compensation. Finally, we will be asking our stockholders to ratify the business to be conducted at the annual meetingappointment of Piercy Bowler Taylor & Kern as our independent registered public accounting firm. These matters are givendescribed in detail in the attachedaccompanying Notice of Annual Meeting of ShareholdersStockholders and Proxy Statement.

Whether or not

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 and vote in person, we encourage you will of course have that opportunity.


On behalfto vote your shares right away using one of the Board of Directors, I would like to express our appreciation for your continued interestadvance voting methods described in the affairs of Secured Diversified Investment, Ltd.accompanying materials.

We look forward to seeing you at the annual meeting.

Sincerely,

Todd P. Cravens

President and Chief Executive Officer

The accompanying Proxy Statement is dated July 29, 2019, and is first being mailed to our stockholders on or about July 29, 2019.



Sincerely,
/s/ Jan Wallace
Jan Wallace
Chief Executive Officer and Director
2
Secured Diversified Investment, Ltd.
12202 North Scottsdale Road
Phoenix, AZ 85054

GALAXY GAMING, INC.

6767 Spencer Street

Las Vegas, Nevada 89119

NOTICE OF ANNUAL MEETING

OF SHAREHOLDERS


June 22, 2007
ToSTOCKHOLDERS

Notice is hereby given that the Shareholders of Secured Diversified Investment, Ltd.:


The annual meeting of shareholdersstockholders of Secured Diversified Investment, Ltd.Galaxy Gaming, Inc. (the “Company”) will be held at 3273 E. Warm Springs Rd., Las Vegas,9:00 a.m. (local time) on Wednesday, August 28, 2019, at Green Valley Ranch Resort Spa & Casino, 2300 Paseo Verde Parkway, Henderson, Nevada, 89120, on July 3, 2007, at 11:00 am Pacific Daylight Time,89052, for the following purposes:

1. 1.

To elect Ms. Jan Wallace, Mr. Peter Richman, and Mr. Jay Kister asfive (5) 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 ourCompany’s Board of Directors to changeserve for the name of our company at a later date;ensuing year and until their respective successors are duly elected and qualified.

3. 2.

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 inon an advisory basis, the discretioncompensation of the BoardCompany’s named executive officers.

3.

To approve, on an advisory basis, the frequency with which the Company holds advisory votes regarding the compensation of Directors; andthe Company’s named executive officers.

4. 4.

To transactratify the appointment of Piercy Bowler Taylor & Kern as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

5.

To consider and act upon any other businessmatter that may properly come before the meeting or any adjournment of the meeting.thereof.


Shareholders

Only stockholders of record at the close of business on June 13, 2007July 17, 2019 are entitled to receive notice of and to vote at the meeting. The Company’s proxy statement accompanies this notice. All shareholders are invitedmeeting and any adjournment thereof. A list of the holders will be open to the examination of stockholders for ten days prior to the date of the meeting, between the hours of 9:00 a.m. and 5:00 p.m., at the office of the Corporate Secretary of the Company at 6767 Spencer Street, Las Vegas, Nevada 89119 and will be available for inspection at the meeting itself.

To obtain directions to attend the meeting in person.

By Order of the Board of Directors,
/s/ Jan Wallace
Jan Wallace
Chief Executive Officer and Director

JUNE 22, 2007
IMPORTANT

Whether or not you expect to attendand vote in person, we urgeplease telephone the Company at(702) 939-3254.

Whether you plan 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 stockbe personally present at the meeting ifor not, we encourage you desire to do so,submit your vote by proxy as yoursoon as possible using one of the advance voting methods (see page 1 of the accompanying Proxy is revocable at your option.
Statement for additional details).

This Proxy Statement and the enclosed form of proxy are being mailed starting on or about July 29, 2019.

By Order of the Board of Directors

Harry C. Hagerty

Chief Financial Officer,

Treasurer and Corporate Secretary

Dated: July 29, 2019

3
SECURED DIVERSIFIED INVESTMENT, LTD.
12202 NORTH SCOTTSDALE ROAD
PHOENIX, AZ 85054

GALAXY GAMING, INC.

6767 Spencer Street

Las Vegas, Nevada 89119

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. (“Galaxy Gaming,” the “Company,” “we” or “us”) for useof proxies to be voted at the annual meeting of the shareholders of the Company, or any adjournments thereof. The meeting willstockholders to be held at 3273 E. Warm Springs Rd., Las Vegas,9:00 a.m. (local time) on Wednesday, August 28, 2019, at Green Valley Ranch Resort Spa & Casino, 2300 Paseo Verde Parkway, Henderson, Nevada, 89120, on July 3, 2007, at 11:00 am Pacific Daylight Time,89052, and any adjournment or postponement of the meeting, for the following purposes:

1.  To elect Ms. Jan Wallace, Mr. Peter Richman, and Mr. Jay Kister as memberspurposes set forth in the Notice of Annual Meeting of Stockholders.

Notice and Access to Proxy Materials

We expect 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.

This proxy statementmaterials, including this Proxy Statement and the enclosed form of proxy are first beingour 2018 Annual Report, to be mailed to shareholdersstarting on or about June 22, 2007.
RECORD DATE
The BoardJuly 29, 2019

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 shareholdersJuly 17, 2019 are entitled to notice of and to vote at the annual meeting.

4
PROXY SOLICITATION
In addition to 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 July, 17 2019, 17,752,744 shares of common stock in their name or custody, or in the name of nominees for others, for their out-of-pocket expenses incurred in forwarding copies of the proxy materials to those persons for whom they hold such shares. The Company will bear the costs of the annual meeting and of soliciting proxies therefore, including the cost of printing and mailing this proxy statement and related materials. The Company has spent approximately $8,000 in legal and other expenses in the preparation of this proxy statement and other expenses connected with the solicitation of security holders. It is anticipated that the Company will spend an additional $1,000 in solicitation of security holders before the meeting is held.

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 shares outstanding, represented by shareholders of record, will constitute a quorum of that voting group for action on that matter. Shares of common stock present in person or represented by proxy (including shares which abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at 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 vote in the election, either present in person or represented by proxy at the meeting, up to the number of directors to be elected by such shares. Shareholders entitled to vote at any election of directors are not entitled to cumulative votes. Votes may be cast in favor of the election of directors or withheld. Votes that are withheld will be counted for the purposes of determining the presence or absence of a quorum, but will have no other effect on the election of directors.

The affirmative vote of the holders of a majority of the shares of common stock and Series A Preferred Stock outstanding on the record date is required for the grant of authority to the Company’s Board of Directors 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 may 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.
5

On the record date, there were 2,896,820 shares of common stock outstanding held by approximately 436 shareholders of record.outstanding. Each share of common stock is entitled to one vote on each matterall matters that properly come before the meeting.

Voting Procedures

You may vote your shares by proxy without attending the meeting. You may vote your shares by mail signing and returning the proxy card provided.

You may also choose to vote over the Internet in accordance with the voting instructions noted on your proxy card. Internet voting is available 24 hours a day and will be considered. There wereaccessible until 11:59 p.m. (local Las Vegas time) on August 27, 2019.

If you are the record holder of your shares, you may also outstandingvote your shares in person at the meeting. If you are not the record date 355,978holder of your shares of Series A Preferred Stock( i.e. , they are held in “street” name by approximately 159 shareholders of record. Each share of Series A Preferred Stock is entitleda broker, bank or other nominee), you must first obtain a proxy issued in your name from the record holder giving you the right to onevote the shares at the meeting.

Voting Matters

Stockholders are being asked to vote on each matter to be considered.


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

Proposal

Board’s
Recommendation

Proposal 1: Election of Directors (page 4)FOR each Nominee

The Board believe that the five (5) director nominees possess a combination of qualifications, experience and judgment necessary for a well-functioning Board and the effective oversight of the Company.

Proposal 2: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers (page 15)FOR

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: Approval, on an Advisory Basis, of the Frequency with which the Company will Seek an Advisory Vote regarding Compensation of the Company’s Named Executive Officers (page 16)

3 YEARS

Proposal No. 3 affords stockholders the opportunity to cast an advisory vote on how often we should include asay-on-pay proposal in our proxy materials for future annual stockholder meetings or any special stockholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a“say-on-pay frequency proposal”). Under this Proposal No. 3, stockholders may vote to have thesay-on-pay vote every year, every two years, or every three years.

Proposal 4: Ratification of the Appointment of Piercy Bowler Taylor & Kern as the Company’s Independent Registered Public Accounting Firm (page 17)FOR

The Board has appointed Piercy Bowler Taylor & Kern to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2019. As a matter of good corporate governance, stockholders are being asked to ratify the appointment of Piercy Bowler Taylor & Kern.

All Proxiesvalid proxies received prior to the meeting will be voted in accordance with the instructions ofspecified by the stockholder. If no choicea proxy card is specified, the proxies will be voted FOR the election of all the nominees to serve as our directors and FOR the approval of all of the other proposals set forth in the accompanying Notice of Meeting and on the proxy card. If other matters are properly presented, however,returned without instructions, the persons named as proxy appointeesholders on your proxy card will vote in accordance with the above recommendations of the Board.

With respect to any other matter that properly comes before the meeting, the proxy holders will vote as recommended by the Board or, if no recommendation is given, in their best judgment on such matters. The grant ofown discretion.

Changing Your Vote

A stockholder may revoke a proxy also will confer discretionaryat 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, or by voting in person at the meeting.

Quorum

The presence, in person or by proxy (regardless of whether the proxy has authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incident to the conductall matters), of the annual meeting.

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

The deadline for submittalholders of shareholder proposals for the next regularly scheduled annual meeting will be not less than 120 calendar days before the datefifty percent (50%) of the company's proxy statement releasedshares entitled to shareholders in connection withvote at the previous year's annual meeting. A shareholder proposal submitted outsidemeeting constitutes a quorum for the processestransaction of SEC Regulation Section 240.14a−8business.

2

Vote Required

Assuming a quorum is present, directors will be considered untimely if receivedelected (Proposal 1) by a plurality of the votes cast in person or by proxy at the principal officesmeeting.

Proposal 2 (“say on pay”) and Proposal 4 (Ratification of Accountants) require the affirmative vote of a majority of the Companyvotes cast at the meeting.

Proposal 3 (“say on frequency”) will be determined by a plurality of the votes cast, which means that the option receiving the highest number of affirmative votes will be determined to be the preferred frequency.

Effect of Withheld Votes or after 45 days prior toAbstentions

If you vote “WITHHOLD” in the Company's releaseelection of its proxy statement to shareholders.

DISSENTERS’ RIGHT OF APPRAISAL
There are no rights of appraisaldirectors or similar rights of dissentersvote “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 scheduled matters to be acted upon at the annual meeting.
REVOCATION OF PROXY
Executionoutcome 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.

6
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

Atdirectors (Proposal 1), and an “ABSTAIN” vote will not be counted as a vote cast and will accordingly have no effect on the annualoutcome of the other proposals (Proposals 2, 3 and 4).

Effect of BrokerNon-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. If any broker“non-votes” occur at the meeting, shareholdersthe broker“non-votes” will be askedcount for purposes of determining whether a quorum is present but will not have an effect on any proposals presented for your vote. A broker or other nominee holding shares for a beneficial owner may not vote these shares with respect to consider and to take action on the election of three personsdirectors (Proposal 1), advisory vote on approval of named executive officer compensation (Proposal 2) or the advisory vote on “say on frequency” of executive compensation advisory votes (Proposal 3) without specific instructions from the beneficial owner as to how to vote with respect to such proposals. 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 4) and, accordingly, your shares may be voted by your broker or nominee on Proposal 4 without your instructions.

Contact for Questions About this Proxy Statement

If you have additional questions about this Proxy Statement or the meeting, please contact Kingsdale, 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

3

PROPOSAL 1

ELECTION OF DIRECTORS

The Board is elected by our stockholders to oversee the management of Directors (the “Board”).the business and affairs of the Company. The persons named belowBoard 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 nomineescharged with conducting the business and affairs of the Company, subject to oversight by the Board.

Nominees for Election

The Board has nominated for election as a director and all nominees are currently serving as directors of the Company. If any such nominee cannot be a candidate for election at the annual meeting, then it is management's intention 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 forthfive (5) persons named 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
7
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. Kister 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 Bank 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 aone-year term to hold office until the next annual meeting of our shareholders, orstockholders of the Company and until their successors arehave been duly elected and qualified or until removed from office in accordance with our bylaws.
EXECUTIVE OFFICERstheir earlier death, resignation or removal. Except for Mr. Michael Gavin Isaacs, each of the director nominees served as a director during 2018 and significant employees
Our executive officersall of them are appointedpresently serving as directors. Additionally, except for Mr. Isaacs, each of the director nominees was previously elected to the Board by our stockholders. Mr. Isaacs was elected to the Board of Directors and hold office until removed by the Board. The following table sets forth the names of our executive officers, their ages, and present position.

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

Set forth below is a brief descriptionother members of the backgroundBoard on June 4, 2019.

The Board recommends that you vote in favor of the election of each of the nominees named below as directors of the Company for the ensuing year, and the persons named as proxies on the enclosed proxy card will vote the proxies received by them for the election of each of the nominees unless otherwise specified on those proxy cards. All of the nominees have indicated a willingness to serve as directors. However, if any nominee becomes unavailable to serve 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 directors.

The name, age (as of July 17, 2019), business experience and certain other information regarding each of Mr. Munjit Johal. Information describing the background and experience of Ms. Jan Wallace isnominees for director are set forth above.


Munjit Johal.below.

Name

  Age  

Position with the Company

  Director Since

Mark A. Lipparelli

  53  Director (Chairman)  2017

Norm DesRosiers

  70  Director  2014

William A. Zender

  64  Director  2014

Bryan W. Waters

  57  Director  2015

Michael Gavin Isaacs

  55  Director  2019

Mark A. Lipparelli was appointed to our Board and as our Chairman on July 26, 2017. Mr. Johal is our Chief Financial Officer. Mr. Johal has broad experience in accounting, finance and management in the public sector. Mr. Johal alsoLipparelli currently serves as the Chief FinancialExecutive Officer for Makeup.Com Limited,of Gioco Ventures, a strategic advisory and Davi Skin,product development firm serving the gaming, investment, technology and entertainment industries around the globe, a position he has held since 2007. 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 various Senate committees. Mr. Lipparelli has also been an appointee to the Nevada Gaming Policy Committee. Between 2002 and 2007, Mr. Lipparelli served in various executive management positions at Bally Technologies, Inc. Since 1998,, a gaming technology supply company listed on the NYSE, including as Executive Vice President of Operations. Prior to joining Bally, Mr. Johal hasLipparelli served as theExecutive 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 Dippy Foods,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. Between 2009 and 2012, Mr. JohalLipparelli served as a Board Member and Chairman of the Nevada State Gaming Control Board. Mr. Lipparelli is a Board Trustee Emeritus of the University of Nevada Foundation, Board Member of the National Center for Responsible Gaming, and member of the International Association of Gaming Advisors and of the International Masters of Gaming Law. Mr. Lipparelli received a bachelor’s degree in finance (1987) and a

4

master’s degree in economics (1993) from the University of Nevada, Reno. Among other qualifications, Mr. Lipparelli brings over 20 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 State Gaming Control Board.

NormDesRosiers is a Director. A veteran of the U.S. Army, Mr. DesRosiers earned a bachelor’s degree in Law and Justice from Central Washington State University in 1975. For the period of 1970 to 1979, Mr. DesRosiers served as a Law Enforcement Sergeant with the Lynnwood, WA Police Department. For the period of 1980 to 1992, Mr. DesRosiers held several positions with Boeing Commercial Aircraft Company. During that period, he also spent several years operating his own private investigation firm. In 1993, Mr. DesRosiers joined the same positionFort McDowell Gaming Commission in Arizona, enforcing gaming regulatory compliance. In 1994, he joined the San Carlos Apache Tribal Gaming Commission in Arizona as Executive Director, during which time his organization was recognized as a model regulatory agency. In 1998, Mr. DesRosiers became a Commissioner with Bengal RecyclingViejas Gaming Commission in California, where he wrote ordinances and gaming commission regulations. In 2007, he was appointed by the U.S. Secretary of the Interior to serve on a three-member commission for the National Indian Gaming Commission (NIGC) located in Washington D.C. Most recently in 2010, Mr. DesRosiers joined the San Manuel Tribal Gaming Commission in California as Executive Director and was appointed as Commissioner seven months later. His credentials include serving on the Federal Advisory Committee to the National Indian Gaming Commission for the Development of Environmental, Health and Safety Regulations for Tribal Gaming facilities (2001). He also has written the first technical standards for gaming devices to be adopted in the State of California and has published numerous articles on tribal gaming regulatory subjects. Among other qualifications, Mr. DesRosiers brings to the Board extensive gaming industry experience from 1996industry regulatory organizations.

William A. Zender is a Director. A graduate of the University of Nevada at Las Vegas, Mr. Zender earned a bachelor’s degree in Hotel Administration in 1976 and a Master’s Degree in Business from the University of Phoenix in 2004. For the period of 1979 to 1981, Mr. Zender became an Enforcement Agent with the Nevada Gaming Control Board. In 1982, Mr. Zender performed various consulting services and continued such consulting through various times during his career. In 1988, Mr. Zender became the Asian Games Manager at the famous Desert Inn Casino in Las Vegas until 1989 when he became the Casino Manager for the Maxim Hotel and Casino, also in Las Vegas. In 1991, Mr. Zender was the Games Manager at Artichoke Joe’s Casino in San Bruno, California. Mr. Zender was the Vice President and Owner of the Aladdin Hotel and Casino from 1992 to 1997. AsIn 2005, Mr. Zender became Consultant and Owner of Last Resort Consulting until 2007 at which time he began performing consulting services full time through Bill Zender and Associates, LLC. His credentials include authoring seven books on gambling and gaming management and is currently a monthly contributor to Casino Enterprise Management Magazine. 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. Mr. Zender brings to the Board extensive table game industry experience.

Bryan W. Waters is a Director. A graduate of University of California, Los Angeles, Mr. Waters started his career with Wells Fargo Bank in 1988 where he held numerous positions, including President of the Southern Nevada region. In 2001, Mr. Waters became Chief Financial Officer of Camco, Inc., a specialty finance lender with bothbrick-and-mortar and internet retailing operations. Shortly after his appointment, Mr. Waters also absorbed the roles of President and Chief Operating Officer until the successful sale of the company to Cash America International, Inc. a NYSE listed company. Mr. Waters joined Pacific National Bank in 2006 as President and Chief Executive Officer and was responsible for these companies,a privately held $2.3 billion 17 branch bank until its sale to U.S. Bank in October 2009. In 2010, Mr. JohalWaters became Chief Executive Officer ofB-Line, LLC, the largest purchaser and servicer of unsecured consumer bankruptcy debt 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. In 2012, Mr. Waters founded Magnolia Lane Partners, LLC, which is comprised of former executives ofB-Line (an advisory and asset management firm focused primarily in the accounts receivable management industry with a specific focus on

5

purchasing consumer receivables in bankruptcy). Also in 2012, Mr. Waters joined the Board of CBV Collection Services, LTD (“CBV”), a private equity and management owned company and one of the largest independent outsourcing, collection services and debt buying organizations in Canada. 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. Mr. Waters served as CEO of North America for Dollar Financial Group leading over 3000 employees through over 850 finance centers from June 2015 through June 2016. Most recently, 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. Mr. Waters is a tenured senior executive and brings to the Board significant experience in finance, commercial banking, capital raising, financial turnaround, strategic and tactical planning and new companystart-ups.

Michael Gavin Isaacs is a Director. Mr. Isaacs currently serves as theNon-Executive Chairman of SB Tech. Mr. Isaacs served as Vice Chairman of the Board Scientific Games Corporation between August 2016 and December 2018, and prior to that was primarilyPresident and Chief Executive Officer of Scientific Games from June 2014 until August 2016. He was also a member of the board of directors of Scientific Games from June 2014 through 2018. Prior to 2014 Mr. Isaacs served as Chief Executive Officer of SHFL Entertainment, Inc. and served as Executive Vice President and Chief Operating Officer of Bally from 2006 through 2011. Prior to joining Bally, he held senior roles at Aristocrat Leisure Limited, including Head of Global Marketing and Business Development, Managing Director of Aristocrat’s London-based European subsidiary and President of Aristocrat Technologies, Inc., Aristocrat’s Las Vegas-based subsidiary. Mr. Isaacs previously served as a Trustee 5 and the President of the International Association of Gaming Advisors, and as Vice Chairman of the board of directors of the American Gaming Association. Mr. Isaacs’ qualifications to serve on the Board include more than 20 years’ experience in the gaming and technology industries, including in executive and leadership positions. Mr. Isaacs also brings public company board experience.

Qualifications of Directors

Our directors are responsible for overseeing the financialmanagement 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 and needs of these entitiesthe Board with the objective of maintaining the necessary experience, skills and ensuringindependence on the Board.

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

The appropriate size 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; and

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

Our goal is to assemble a Board that their financial statementsbrings together a variety of these were accurateperspectives and completeskills derived from high quality business and compliedprofessional experience. In doing so, the Board will also consider candidates with all applicable reporting requirements. From 1990appropriatenon-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. In addition, the Board identifies nominees by first evaluating the current

6

members of the Board willing to 1995, Mr. Johal serves ascontinue in service. Current members of 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.

8

EXECUTIVE COMPENSATION
Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paidBoard with skills and experience that are relevant to our formerbusiness and who are willing to continue in service are considered forre-nomination. If any member of the Board does not wish to continue in service or if the Board decides not tore-nominate a member forre-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, we have not engaged third parties to identify or evaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that our current nomination process is sufficient to identify directors who serve our best interests.

7

THE BOARD RECOMMENDS A VOTE “FOR” EACH OF THE FIVE (5) NOMINEES

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 RegulationS-K. Applying the definition of independence set forth in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc., 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. Including two actions by unanimous written consent, the Board and/or its committees held a total of eleven (11) meetings during 2018, including ten (10) at which executive sessions were held with no members of management present. During 2018, all incumbent directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served.

Committees of the Board

Compensation Committee. At a meeting of the Board of Directors on July 8, 2014, the Board approved the creation of a Compensation Committee, and on October 13, 2014, adopted the Compensation Committee Charter (the “Charter”).Pursuant to the Charter, the Compensation Committee is to be comprised of no fewer than twonon-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 impair the member’s ability to make independent judgments. The members of the Compensation Committee will be appointed 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 CEO and other 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, is a principalkey employees and any company-wide bonus plans; approving any material grants of WB. The Consulting Agreement provides for paymentequity compensation of $10,000 per month, the issuances of 400,000 shares of 144 restricted shares of common stock 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.”
9

As performance based bonuses in connection with their service to our company, the board of directors in 2006 issued to Ms. Wallace 400,000more than 100,000 shares of our common stockstock; retaining 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 123Rterminating any compensation consultant; and is reported inreviewing and assessing 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 anyadequacy of the stock options we granted to our executive officers or otherwise.

Outstanding Equity Awards at Fiscal Year-End 2006

Charter.

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.

10
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.
11
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 subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as disclosed below, none of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings,Compensation Committee are currently Mr. Zender (Chairman), Mr. DesRosiers and in-laws) of anyMr. Waters.

Corporate Governance Committee.At a meeting 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.


12
On February 15, 2006, we acquiredBoard of Directors on July 8, 2014, the Board approved the creation of 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, is a principalCorporate Governance Committee. As of WB. The Consulting Agreement provides for payment of $10,000 per month, the issuances of 400,000 shares of 144 restricted shares of common stock and 400,000 warrants exercisable at a price range from $0.50 to $2.00 for five (5) years from the date of this report, the contract is executed. OfBoard had not finalized 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.Corporate Governance Committee Charter. 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)members of the Exchange Act requires the Company’s directors, executive officers,Corporate Governance Committee are currently Mr. DesRosiers (Chairman), Mr. Zender 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
13
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.

14
Mr. Waters.

Audit Committee


.We do not have a separately-designated standing audit committee. The entire board of directorsBoard performs the functions of an audit committee, but no written charter governs the actions of the board of directorsBoard when performing the functions of that would generally be performed by an audit committee. The board of directorsBoard approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directorsBoard 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

Our board of directors has determined that we 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,Mr. Waters, serving on the board of directors:

1.  Reviewed and discussed the audited financial statements with management, and

2.  Reviewed and discussed the written disclosures and the letter from ourdirectors. Mr. Waters also qualifies as an 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/A and filed with the Securities and Exchange Commission.member.

8


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.

Board’s Role in Risk Oversight. 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 sizeBoard’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 or an individual director by sending a letter to the Board or to a director’s attention care of the Corporate Secretary of the Company at Galaxy Gaming, Inc., 6767 Spencer Street, Las Vegas, Nevada 89119. 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 stockholders’ meeting. The Company believes at least four of the current directors will attend this year’s annual meeting.

Board Interlocks and Insider Participation. None of the Board at this time, domembers (i) has ever been an officer or employee of the Company or (ii) was a participant in a Related Person Transaction (as defined in “Certain Relationships and Related Person Transactions”) in 2018. None of the Company’s executive officers serves, or in 2018 served, as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving, or who in 2018 served, as a member of the Company’s Board of Directors.

Code of Ethics. The Company has not requireadopted a separate nominating committee.Code of Ethics for Financial Executives, which would include our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

9


Director Compensation

The Company's independentfollowing describes the compensation paid to each of our directors annually review allin 2018. None of our directors served as executive officers of the Company during 2018. Mr. Isaacs was not a director performance over the past year and make recommendations to the Board for future nominations. When evaluating director nominees, the Company's independent directors consider the following factors:

during 2018.

  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 

Mark A. Lipparelli(1)

 $90,000  $232,400   —     —     —     —    $322,400 

Robert B. Saucier(2)

  —     —     —     —     —     —     —   

Norm DesRosiers(3)

 $43,000  $64,220   —     —     —     —    $107,220 

William A. Zender(4)

 $41,000  $64,220   —     —     —     —    $105,220 

Bryan Waters(5)

 $41,000  $64,220   —     —     —     —    $105,220 

§  (1)The appropriate size

Mr. Lipparelli was appointed as the Chairman of the Company’s Board effective July 26, 2017 and the Board authorized the issuance of Directors;800,000 restricted shares of our common stock, which shares vest as follows: (i) as to the first 200,000 shares, on August 31, 2017, (ii) as to the next 200,000 shares, on January 2, 2018, and (iii) as to the next 400,000 shares, on January 2, 2019. The fair value of shares vested on January 2, 2018 was $232,400 using trading price of our stock on that day. We also provide Mr. Lipparelli annual cash compensation of $90,000 paid in monthly installments.

§  (2)The needs

Mr. Saucier served as a member of the CompanyBoard until November 5, 2018, when he submitted his resignation effective immediately. He did not receive any cash compensation from us for his service on the Board.

(3)

Mr. DesRosiers was appointed to the Board effective March 1, 2014. We provided Mr. DesRosiers annual cash compensation of $43,000 paid in monthly installments. During the year ended December 31, 2018, Mr. DesRosiers also received 52,000 shares of our restricted common stock in quarterly installments valued at $64,220 using the grant date trading price of our stock. The shares vested immediately on grant date.

(4)

Mr. Zender was appointed to the Board effective June 1, 2014. We provided Mr. Zender annual cash compensation of $41,000 paid in monthly installments. During the year ended December 31, 2018, Mr. Zender also received 52,000 shares of our restricted common stock in quarterly installments valued at $64,220 using the grant date trading price of our stock. The shares vested immediately on grant date.

(5)

On March 30, 2015, Mr. Waters was appointed to the Board, effective April 1, 2015. We provided Mr. Waters annual cash compensation of $41,000 paid in monthly installments. During the year ended December 31, 2018, Mr. Waters also received 52,000 shares of our restricted common stock in quarterly installments valued at $64,220 using the grant date trading price of our stock. The shares vested immediately on grant date.

10

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) beneficial ownership reporting compliance. Section 16(a) of the Exchange Act required our directors and executive officers and persons who beneficially own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities. 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 our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us during or with respect to the particular talents and experience of its directors;

15
§  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 interests of the Company and its stockholders. In addition, the Board identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to the Company’s business and who are willing to continue in service are considered for re-nomination. If any member of the Board does not wish to continue in service or if the Board decides not to re-nominate a member for re-election, the Board then identifies the desired skills and experience of a new nominee in light of the criteria above. Current members of the Board are polled for suggestions as to individuals meeting the criteria described above. The Board may also engage in research to identify qualified individuals. To date, the Company has not engaged third parties to identify or evaluate or assist in identifying potential nominees, although the Company reserves the right in the future to retain a third party search firm, if necessary. The Board does not typically consider shareholder nominees because it believes that its current nomination process is sufficient to identify directors who serve the Company's best interests.
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 2006,2018, the Board metfollowing Form 4 reports were not timely filed: Messrs. DesRosiers, Waters and Zender, April 5, times, in2018.

11

SECURITY OWNERSHIP

The following table sets forth, as of July 17, 2019, the beneficial ownership of our common stock by each executive officer and director, 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 17,752,744 shares outstanding as of July 17, 2019.

Name of beneficial owner

  Amount of
beneficial
ownership		   Percent of class 

Mark Lipparelli, Director (1)

   1,647,250    9.28% 

Norm DesRosiers, Director (2)

   560,133    3.16% 

William A. Zender, Director (3)

   518,467    2.92% 

Bryan Waters, Director (4)

   426,800    2.40% 

Michael Gavin Isaacs, Director(5)

   81,200    0.46% 

Todd Cravens, President and Chief Executive Officer (6)

   962,500    5.42% 

Harry Hagerty, Chief Financial Officer(7)

   593,500    3.34% 
  

 

 

   

 

 

 

Total of All Directors and Executive Officers (7 persons):

   4,789,850    27.44% 

(1)

Mr. Lipparelli holds options to purchase 150,000 shares of our common stock which are exercisable within 60 days of July 17, 2019. In addition, as of July 17, 2019, Mr. Lipparelli held 1,497,250 shares of our common stock as trustee of the Mark A. Lipparelli Trust.

(2)

Mr. DesRosiers holds options to purchase 350,000 shares of our common stock which are exercisable within 60 days of July 17, 2019. In addition, as of July 17, 2017, Mr. DesRosiers held 210,133 shares of our common stock.

(3)

Mr. Zender holds options to purchase 350,000 shares of our common stock which are exercisable within 60 days of July 17, 2019. In addition, as of July 17, 2017, Mr. Zender held 168,467 shares of our common stock.

(4)

Mr. Waters holds options to purchase 275,000 shares of our common stock which are exercisable within 60 days of July 17, 2019. In addition, as of July 17, 2017, Mr. Waters held 151,800 shares of our common stock in his own name or as trustee of the Bryan and Karen Waters Family Trust.

(5)

Mr. Isaacs holds 75,000 shares of our common stock which vest in equal installments on June 3, 2020, 2021 and 2022. In addition, as of July 17, 2019, Mr. Isaacs held 6,200 shares of our common stock.

(6)

Mr. Cravens holds options to purchase 950,000 shares of our common stock, 516,667 of which are exercisable within 60 days of July 17, 2019. In addition, as of July 17, 2019, Mr. Cravens held 12,500 shares of our common stock.

(7)

Mr. Hagerty holds options to purchase 580,000 shares of our common stock, 300,000 of which are exercisable within 60 days of July 17, 2019.    In addition, as of July 17, 2019, Mr. Hagerty held 1,000 shares of our commons stock in his IRA and held 12,500 shares as trustee of the HCH 2010 Revocable Trust.

12

EXECUTIVE COMPENSATION

Compensation discussion and analysis. Our current executive compensation system consists of cash, stock and/or stock options compensation to the executive officers, who are primarily responsible for theday-to-day management and continuing development of our business.

Summary compensation table. The table below summarizes all compensation awarded to or earned by telephonic conference. Each incumbent Director attended in excess of 75 percentour current executive officers for each of the total meetingslast two completed fiscal years:

SUMMARY COMPENSATION TABLE

 

Name and principal position

 Year  Salary
($)		  Bonus
($)		  Stock
awards
($)		  Option
awards
($)		  Non-equity
incentive
plan
($)		  Nonqualified
deferred
earnings
($)		  All other
compensation
($) (1)		  Total
($)		 

Todd P. Cravens (1)(2)

  2018  $238,461  $238,461   —    $183,218   —     —    $16,286  $676,426 

Chief Executive Officer

  2017  $204,625  $103,542   —    $265,390   —     —    $13,548  $587,105 

Robert B. Saucier(1)

  2017  $229,548  $112,500   —     —     —     —    $44,624  $386,672 

Former Chief Executive Officer

         

Harry C. Hagerty(1)(3)

  2018  $198,462  $198,462   —    $131,917   —     —    $18,549  $547,390 

Chief Financial Officer

  2017  $78,385  $54,082   —    $160,185   —     —    $2,935  $295,587 

(1)

For our executives, all other compensation includes standard benefits such as health insurance premiums and contributions to a deferred contribution plan (“401k”). Mr. Saucier’s amount includes a portion of the expense of the vehicle we provided for him.

(2)

The value of Mr. Cravens’ option awards is based on their grant date fair value. See Note 3 to our audited financial statements in Item 8. “Financial Statements and Supplementary Data” for further information about the methodology of the fair value calculation. During the year ended December 31, 2018 and 2017, Mr. Cravens was granted options to purchase 250,000 shares and 550,000 shares of our common stock, respectively.

(3)

The value of Mr. Hagerty’s option awards is based on their grant date fair value. During the year ended December 31, 2018 and 2017, Mr. Hagerty was granted options to purchase 180,000 shares and 400,000 shares of our common stock, respectively.

Outstanding equity awards at fiscalyear-end table. The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last 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

  333,333   466,667   —    $0.60 - $1.1875   
1/3/2022, 8/1/2022
and 10/12/2023		 
 		  —     —     —     —   

Harry C. Hagerty,
CFO

  200,000   380,000   —    $0.60 - $1.1875   
5/1/2022 and
10/12/2023		 
 		  —     —     —     —   

13

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 severance benefits in certain circumstances and impose restrictive covenants that relate to, among other things, confidentiality and competition.

On May 1, 2017, the Company entered into an employment agreement with Harry C. Hagerty. The term of the Agreement continues through April 30, 2020. 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 the Board. In addition, various matters werepursuant to the Agreement, Mr. Hagerty was granted an option to purchase 400,000 shares of the Company’s common stock at a price per share of $0.60, 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.

On July 26, 2017, the Company entered into an employment agreement with Todd Cravens. The term of the Agreement continues through July 26, 2020. Pursuant to the employment agreement, Mr. Cravens is paid an annual base salary of $250,000 and is eligible for bonuses if and as approved by consent resolutionthe Board. In addition, pursuant 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 each case was signed by eachequal amounts on July 27, 2017, August 1, 2018 and August 1, 2019, and (ii) options to purchase 150,000 shares of our common stock at a price per share of $1.90 which will vest on August 1, 2020. 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.

14

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 membersExchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an annual advisory vote 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 shareholders.

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

Shareholders 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 shareholders 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 nextsay-on-pay vote will occur at the 2022 annual meeting of shareholders.

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

16

FOR PROPOSAL NO. 22.

15

PROPOSAL 3

ADVISORY VOTE ON FREQUENCY OFSAY-ON-PAY

BOARD AUTHORITY TO CHANGE NAME
The Board of Directors approved, and recommends that 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 VOTES

As described 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE IN FAVOR OF AUTHORIZING THE BOARD 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.
17
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 notedProposal No. 2 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 beneficial to us 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.

18
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.

Afterrequirements of Section 14A of the reverse stock split, fractionalExchange Act and the related rules of the SEC, our shareholders have the opportunity to cast an advisory vote to approve the compensation of our named executive officers. This Proposal No. 3 affords shareholders the opportunity to cast an advisory vote on how often we should include asay-on-pay proposal in our proxy materials for future annual shareholder meetings or any special shareholder meeting for which we must include executive compensation information in the proxy statement for that meeting (a“say-on-pay frequency proposal”). Under this Proposal No. 3, shareholders may vote to have thesay-on-pay vote every year, every two years, or every three years.

We believe thatsay-on-pay votes should be conducted every third year so that our shareholders may periodically express their views on our executive compensation program.

As an advisory vote, this proposal is not binding on the Company or the Board. However, the Board values the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of the vote when making future decisions regarding the frequency of conducting asay-on-pay vote.

It is expected that the next vote on asay-on-pay frequency proposal will occur at the 2022 annual meeting of shareholders.

Shareholders may cast their advisory vote to conduct advisory votes on executive compensation every “1 Year,” “2 Years,” or “3 Years,” or “Abstain.”

THE BOARD RECOMMENDS A VOTE ON PROPOSAL NO. 3 TO HOLDSAY-ON-PAY VOTES EVERY 3 YEARS (AS OPPOSED TO 1 YEAR OR 2 YEARS).

Vote Required

A plurality of the votes cast for Proposal No. 3 will determine the shareholders’ preferred frequency for holding an advisory vote on executive compensation. This means that the option for holding an advisory vote every 1 year, 2 years, or 3 years receiving the greatest number of votes will be considered the preferred frequency of the shareholders.

16

PROPOSAL 4

RATIFICATION OF THE APPOINTMENT OF PIERCY BOWLER TAYLOR & KERN

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board has appointed Piercy Bowler Taylor & Kern as our independent registered public accounting firm (“independent auditor”) for the fiscal year ending December 31, 2019, and stockholders are being asked to ratify such appointment at the annual meeting.

Representatives of Piercy Bowler Taylor & Kern are expected to be present at the meeting, will have no further interest in us with respectan opportunity to the cashed-out shares. A person otherwise entitledmake a statement if they desire 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 eitherand will be available to respond to appropriate questions from stockholders.

Approval of the following actions far enough in advance so that it is completed byproposal to ratify the effective dateappointment 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, underindependent auditor requires the escheat lawsaffirmative vote of a majority of the various jurisdictions where you reside, where we are domiciled and wherevotes cast at the funds will be deposited, sums due for fractional interests that are not timely claimed aftermeeting. If 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.
19
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 splitappointment 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 decidedratified by stockholders, the Board of Directorswill reconsider such appointment and may choose in its sole discretion. Beginning ondiscretion to confirm the effective date, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposesappointment of Piercy Bowler Taylor & Kern or 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.

20
AUDIT FEES
The aggregateengage a different firm to serve as the Company’s independent auditor.

Fees Paid to our Independent Registered Public Accounting Firm

Aggregate fees billed to us for the fiscal years ended December 31, 2018 and 2017 by our independent auditors, for professional services renderedPiercy Bowler Taylor & Kern and its respective affiliates were approximately:

   2018 Fees   2017 Fees 

Audit Fees:

  $86,500   $120,705 

Audit-Related Fees:

   —      —   

Total Fees:

  $86,500   $120,705 

The Audit Fees listed above were billed in connection with a reviewthe audit of our annual consolidated financial statements, the reviews of our interim consolidated financial statements included in our quarterly reports onForm 10-QSB and the audit10-Q, Sarbanes-Oxley Section 404 attestation, statutory audits of our annualforeign subsidiary financial statements, for the fiscal years ended December 31, 2006audits of certain subsidiary financial statements and December 31, 2005recurring gaming related regulatory audits and attestation services. The Tax Fees listed above 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 to the performance of 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,planning and tax planningadvice. All Other Fees listed above were $16,065and $11,540billed for services provided in connection with agreed-upon procedures. All of the fiscal years ended Decemberfees set forth in the table above were pre-approved by the Audit Committee in accordance with the procedures described below.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF

PIERCY BOWLER TAYLOR & KERN AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20062019

17

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 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.

We will pay the costs of proxy solicitation. Proxies are being solicited primarily by mail, but, in addition, our officers and December 31, 2005.

ALL OTHER FEES
The aggregate fees billedemployees may solicit proxies in person, 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

telephone or electronically. The Company has preparedalso retained Kingsdale Advisors for certain advisory services and filedto aid in the Annual Report on Form 10-KSB/Asolicitation 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 $16,500 plus reimbursement for reasonableout-of-pocket expenses.

18

STOCKHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

Proxy Statement Proposals

Pursuant toRule 14a-8 under the Exchange Act, if a stockholder wants to submit a proposal for inclusion in our proxy materials for the fiscal year ended December 31, 2006. The Company2020 annual meeting of stockholders, it must be received at our principal executive offices, 6767 Spencer Street, Las Vegas, Nevada 89119, Attention: Corporate Secretary, not less than 120 days before the anniversary of the date this Proxy Statement is sendingreleased to shareholdersstockholders (i.e., assuming that this Proxy Statement is first mailed to our stockholders on July 29, 2019, the proposal must be received not later than March 29, 2020), unless the date of the 2020 annual reportmeeting of stockholders is more than 30 days before or after August 28, 2020, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy materials. 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 most recent fiscal year.

WHERE YOU CAN FIND MORE INFORMATION
The Companyprocess set forth above, but is instead sought to be presented directly at the 2020 annual meeting of stockholders, stockholders are advised to review our Amended and Restated Bylaws as they contain requirements with respect to advance notice of stockholder proposals and director nominations.

All proposals should be sent to our principal executive offices at 6767 Spencer Street, Las Vegas, Nevada 89119, Attention: Corporate Secretary.

These advance notice provisions are in addition to, and separate from, the requirements that a stockholder must meet in order to have a proposal included in the proxy statement under the rules of the SEC.

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 the informational requirementsapplicable rules of the Securities Exchange ActSEC.

Copies of 1934, as amended,our Amended and Restated Bylaws can be accessed through the SEC’s website or are available by request to the Corporate Secretary at the address set forth above.

Your cooperation in giving this matter your immediate attention and in accordance therewith, files reports and other information with the Securities and Exchange Commission (the "SEC"). You can read and copy any materials that the Company files with the SEC at 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 you can access over the Internet at http://www.sec.gov. Copies of these materials may alsoreturning your proxy promptly will be obtained by mail from the Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C., 20549 at prescribed rates.

21
FORWARD-LOOKING STATEMENTS
This 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.
appreciated.

By Order of the Board of Directors

/s/ Jan Wallace
Jan Wallace

Harry C. Hagerty

Chief ExecutiveFinancial Officer,

Treasurer and Director

Corporate Secretary

Dated: July 29, 2019

19

22
SECURED DIVERSIFIED INVESTMENT, LTD.

GALAXY GAMING, INC.

PROXY FOR ANNUAL MEETING TO BE HELD ON AUGUST 28, 2019

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

Todd Cravens and Harry Hagerty, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders

July 3, 2007

PROXY

This Proxy is solicited on behalfStockholders of the Board of Directors for use at the
Annual Meeting on July 3, 2007

The undersigned appoints Jan Wallace of Secured Diversified Investment, Ltd. with full power of substitution, the attorney and proxy of the undersigned, to attend the annual meeting of shareholders of Secured Diversified Investment, Ltd.,Galaxy Gaming, Inc. to be held July 3, 2007 beginning at 11:00 am, Pacific Daylight Time, at 3273 E. Warm Springs Rd., Las Vegas, Nevada 89120, andon Wednesday, August 28, 2019 or at any postponement or adjournment thereof, and to vote the stock the undersigned would be entitled to vote if personally present, on all matters set forth in thethereof.

Shares represented by this 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: ____________

This proxy when properly signed 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 fromstockholder. If no such directions are indicated, the following nominee listed above. (INSTRUCTION: To withholdProxies will have authority to vote for a nominee, strike a line throughFOR Mark A. Lipparelli, FOR Norm DesRosiers, FOR William A. Zender, FOR Bryan W. Waters and FOR Michael Gavin Isaacs; and FOR approval of the nominee’s name in“Say on Pay” advisory resolution; FOR “Three Years” as 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
[ ][ ][ ]

23

frequency of the “Say on Pay” advisory vote; and FOR the independent auditorpro-posal.

In their discretion, the proxiesProxies are authorized to vote upon such other business as may properly come before the meeting.


IMPORTANT - PLEASE SIGN

IMPORTANT—This Proxy must be signed and dated below.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on August 28, 2019 at 9:00 am local time at Green Valley Ranch Resort Spa & Casino, 2300 Paseo Verde Parkway, Henderson, Nevada 89052. The proxy statement and the 2018 Annual Report on Form 10-K are available at www.pstvote.com/galaxygaming2019.

THIS IS YOUR PROXY

YOUR VOTE IS IMPORTANT!

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of Galaxy Gaming, Inc. to be held atGreen Valley Ranch Resort Spa &Casi-no, 2300 Paseo Verde Parkway, Henderson, Nevada 89052, on August 28, 2019, beginning at 9:00 a.m. local time.

Please read the proxy statement which describes the proposals and presents other important information, and complete, sign and return your proxy promptly in the enclosed envelope.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2, 3 AND RETURN PROMPTLY. When joint tenants hold shares, both should sign. When signing as attorney, executor, administrator, trustee, 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. Please sign exactly as your name appears on your stock certificate(s).

4

1. Election of Directors

    Nominees.

Print NameSignatureDate
    
FOR        WITHHOLD           
Print NameSignatureDate

01.

Mark A. Lipparelli

☐☐

02.

Norm DesRosiers

☐☐

03.

William A. Zender

☐☐

04.

Bryan W. Waters

☐☐

05.

Michael Gavin Isaacs

☐☐

2. To vote on an advisory resolution to approve Galaxy Gaming’s executive compensation program, commonly referred to as a “say on pay” vote.

☐    

FOR

☐    

AGAINST

☐    

ABSTAIN

3. To vote on an advisory resolution to approve the frequency of Galaxy Gaming’s “say on pay” vote.

☐    

1 Year

☐    

2 Years

☐    

3 Years

☐       ABSTAIN

4. To ratify the appointment of Piercy Bowler Taylor & Kern as Galaxy Gaming’s independent registered public accounting firm for 2019.

☐    

FOR

☐    

AGAINST

☐    

ABSTAIN

Important: Please sign exactly as name appears on this proxy. When signing as attorney, executor, trustee, guardian, corporate officer, etc., please indicate full title.

Date:

Signature:

Signature:

Title:

Voting Instructions

You may vote your proxy in the following ways:

LOGO     Via Internet:

LOGO     Login to www.pstvote.com/galaxygaming2019

LOGO     Enter your control number (12 digit number located below)

LOGO    Via Mail:

Philadelphia Stock Transfer, Inc.

2320 Haverford Rd., Suite 230

Ardmore, PA 19003

CONTROL NUMBER

You may vote by Internet 24 hours a day, 7 days a week. Internet voting is available through 11:59 p.m.,

prevailing time, on August 27, 2019.