UNITED STATES

SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON,~~

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

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

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[ ] Confidential, for Use of the Commission Only (as permitted by Rule ~~14a- 6(e)~~14a-6(e)(2)) ~~|_|~~

[ ] Definitive Proxy Statement ~~|_|~~

[ ] Definitive Additional Materials ~~|_|~~

[ ] Soliciting Material Pursuant to ~~Rule 14a-11(c) or Rule 14a-12 BOOK CORPORATION OF AMERICA ---------------------------- (Name~~§240.14a-12

SECURED DIVERSIFIED INVESTMENT, LTD.

(Name of Registrant as Specified In Its Charter) ~~(Name~~

(Name of Person(s) Filing Proxy Statement, if ~~Other Than~~other than the Registrant)

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[X] No fee required. ~~|_|~~

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0- 11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 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) Proposed maximum aggregate value of transaction: 5) Total fee paid: |_|0-11.

1)	Title of each class of securities to which transaction applies:

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[ ] 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 ~~form~~Form or ~~schedule~~Schedule and the date of its filing. 1) Amount previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: PRELIMINARY COPY BOOK CORPORATION OF AMERICA 1725

1)	Amount Previously Paid:

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Secured Diversified Investment, Ltd.

5205 EAST ~~WARM SPRINGS ROAD, STE. 10 LAS VEGAS, NEVADA 89119 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS A special~~LINCOLN DRIVE

PARADISE VALLEY, ARIZONA 85253

May 22, 2006

Dear Shareholder:

You are cordially invited to attend the annual meeting of ~~stockholders~~shareholders of ~~Book Corporation of America~~Secured Diversified Investment, Ltd., which will be held at ~~the offices of Book Corporation of America, 1725 East~~3273 E. Warm Springs, ~~Road, Suite 10,~~Rd., Las Vegas, Nevada ~~89119~~89120 on June ~~___, 2002,~~2, 2006, at 10:00 a.m. Pacific Daylight Time.

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

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

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

Sincerely,

/s/ Jan Wallace

Jan Wallace

Chief Executive Officer, President and Director

SECURED DIVERSIFIED INVESTMENT, LTD.

5205 East Lincoln Drive

Paradise Valley, Arizona 85253 Telephone: (949) 851-1069

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 22, 2006

To the Shareholders of Secured Diversified Investment, Ltd.:

The annual meeting of the shareholders of Secured Diversified Investment, Ltd. will be held at 3273 E. Warm Springs, Rd., ~~local time,~~Las Vegas, Nevada 89120 on June 2, 2006, at 10:00 a.m. Pacific Daylight Time, for the following purposes: ~~1. To approve a resolution~~

1)	To elect directors to serve until the next annual meeting or until their successors are elected and qualified;

2)	To approve the 2006 Stock Option Plan;

3)	To transact any other business that may properly come before the meeting or any adjournment of the meeting.

Shareholders of the board of directors to change our domicile from Utah to Nevada by entering a Agreement and Plan of Merger with a Nevada corporation; 2. To approve a resolution of the board of directors to amend our Articles of Incorporation to: (a) effect a name change to Secured Diversified Investment, Ltd.("SDI")(or other such name as may be available); (b) change the par value on the authorized common shares to $.001; and (c) to authorize 50,000,000 shares of Preferred Stockrecord at a par value of $.01; 3. To elect one director to our company's Board of Directors. The director will be elected to serve for a period of one year and until his successor is elected and qualified; 4. To adopt the SDI 2002 Stock Option Plan for purposes of Sections 162(m) and 422 of the Internal Revenue Code; 5. To amend our bylaws to effect a change in our fiscal year end from October 31 to a calendar year end or December 31. 6. To ratify the actions of our officers and directors for the last fiscal year and for the period from the fiscal year end through the date of this special shareholder meeting. 7. To transact any other business as may properly come before the meeting or at any adjournment thereof. Our board of directors has fixed the close of business on ~~May 31, 2002 as the record date for determining stockholders~~April 20, 2006 are entitled to notice of and to vote at the meeting. ~~Only stockholders~~The Company’s proxy statement accompanies this notice.

All shareholders are invited to attend the meeting in person.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Jan Wallace

Jan Wallace

Chief Executive Officer, President and Director

May 22, 2006

IMPORTANT

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

Secured Diversified Investment, Ltd.

5030 Campus Drive

Newport Beach, CA 92660

Telephone: (949) 851-1069

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

To be held June 2, 2006

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

MATTERS TO BE CONSIDERED

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Secured Diversified Investment, Ltd. for use at the annual meeting of the shareholders, or any adjournments thereof. The meeting will be held at 3273 E. Warm Springs, Rd., Las Vegas, Nevada 89120 on June 2, 2006, at 10:00 a.m. Pacific Daylight Time, to elect directors to serve until the next annual meeting or until their successors are elected and qualified, to approve the 2006 Stock Option Plan, and to transact any other business that may properly come before or any adjournment of the meeting. This proxy statement and the enclosed form of proxy are first being mailed to shareholders on or about May 22, 2006.

RECORD DATE

The Board of Directors of Secured Diversified Investment, Ltd. has fixed the close of business on ~~May 31, 2002 will be~~April 20, 2006, as the record date for the determination of shareholders entitled to notice of and to vote at the ~~special meeting of stockholders. A list of stockholders eligible~~annual meeting.

PROXY SOLICITATION

In addition to vote at the meeting will be available for inspection at the meeting and for a period of 10 days prior to the meeting during regular business hours at our corporate headquarters, 1725 East Warm Springs Road, Suite 10, Las Vegas, Nevada 89119. 1 All of our stockholders are cordially invited to attend the meeting in person. Whether or not you expect to attend the special meeting of stockholders, your proxy vote is important. To assure your representation at the meeting, please sign and date the enclosed proxy card and return it promptly in the enclosed envelope, which requires no additional postage if mailed in the United States. Should you receive more than one proxy because your shares are registered in different names or addresses, each proxy should be signed and returned to assure that all your shares will be voted. You may revoke your proxy at any time prior to the meeting. If you attend the meeting and vote by ballot, your proxy will be revoked automatically and only your vote at the meeting will be counted. YOUR VOTE IS IMPORTANT IF YOU ARE UNABLE TO BE PRESENT PERSONALLY, PLEASE MARK, SIGN AND DATE THE ENCLOSED PROXY, WHICH IS BEING SOLICITED BY THE BOARD OF DIRECTORS, AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. By order of the board of directors, RONALD ROBINSON President , 2002 - ------------------- 2 PRELIMINARY COPY BOOK CORPORATION OF AMERICA 1725 EAST WARM SPRINGS ROAD, STE. 10 LAS VEGAS, NEVADA 89119 PROXY STATEMENT= GENERAL SOLICITATION OF PROXIES. This proxy statement is being furnished to the stockholders of Book Corporation of America, a Utah corporation, in connection with the solicitation of proxies by ~~our board~~the Board of ~~directors for~~Directors through use ~~at our special meeting of stockholders to be held at 10:00 a.m., local time, on June ___, 2002, or at any adjournment thereof. A copy~~ of the ~~notice~~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. We will reimburse banks, brokerage houses, custodians and other fiduciaries that hold shares of ~~meeting accompanies this~~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 ~~statement. It is anticipated that the mailing of this proxy statement will commence on or about June ___, 2002. COST OF SOLICITATION.~~materials to those persons for whom they hold such shares. We will bear the costs of the annual meeting and of soliciting ~~proxies. In addition to~~proxies therefore, including the ~~use~~cost of ~~the mails, certain directors or officers of our company may solicit proxies by telephone, telegram, facsimile, cable or personal contact. Upon request, we will reimburse brokers, dealers, banks~~printing and ~~trustees, or their nominees, for reasonable~~mailing this proxy statement and related materials. We have spent approximately $2,000 in legal and other expenses incurred by them in forwarding proxy material to beneficial owners of shares of our Common Stock. OUTSTANDING VOTING SHARES. Only stockholders of record at the close of business on May 31, 2002, the record date for the meeting, will be entitled to notice of and to vote at the meeting. On the record date, we had 2,349,540 outstanding shares of Common Stock, par value $.005 per share, which are our only securities entitled to vote at the meeting, each share being entitled to one vote. VOTE REQUIRED FOR APPROVAL. Shares of Common Stock will vote with respect to each proposal. Under our Bylaws, Proposals 1, 2, 3, 4, 5, 6 and 7 each require the affirmative vote of a majority of the votes eligible to be voted by holders of shares represented at the Special Meeting in person or by proxy. With respect to Proposal 3 votes may be cast by a stockholder in favor of the nominee or withheld. With respect to Proposals 1, 2, 4, 5, 6 and 7 votes may be cast by a stockholder in favor or against the Proposals or a stockholder may elect to abstain. Since votes withheld and abstentions will be counted for quorum purposes and are deemed to be present for purposes of the respective proposals, they will have the same effect as a vote against each matter. Under the NASD Rules of Fair Practice, brokers who hold shares in street name have the authority, in limited circumstances, to vote on certain items when they have not received instructions from beneficial owners. A broker will only have such authority if (i) the broker holds the shares as executor, administrator, guardian, trustee or in a similar representative or fiduciary capacity with authority to vote or (ii) the broker is acting under the rules of any national securities exchange of which the broker is also a member. Broker abstentions or non-votes will be counted for purposes of determining the presence or absence of a quorum at the meeting. Abstentions are counted in tabulations of the votes cast on proposals presented to stockholders, but broker non-votes are not counted for purposes of determining whether a proposal has been approved 1 VOTING YOUR PROXY. Proxies in the accompanying form, properly executed and received by our company prior to the Special Meeting and not revoked, will be voted as directed. In the absence of direction from the stockholder, properly executed proxies received prior to the Special Meeting will be voted FOR Proposals 1, 2, 3, 4, 5, 6 and 7. You may revoke your proxy by giving written notice of revocation to our Secretary at any time before it is voted, by submitting a later-dated proxy or by attending the Special Meeting and voting your shares in person. Stockholders are urged to sign and date the enclosed proxy and return it as promptly as possible in the envelope enclosed for that purpose. PROPOSAL ONE: APPROVE A RESOLUTION OF THE BOARD OF DIRECTORS TO CHANGE OUR DOMICILE FROM UTAH TO NEVADA You are being asked to approve a resolution of the board of directors to change our domicile from Utah to Nevada. POTENTIAL EFFECTS OF CHANGING DOMICILE FROM UTAH TO NEVADA We believe that changing our domicile from Utah to Nevada will allow us to avail ourselves of the full advantages of the Nevada Revised Statutes as well as other tax advantages of doing business in Nevada, such as no state income tax. The change in domicile may change the way in which we take actions requiring shareholder approval without holding a shareholders' meeting. Because we were incorporated prior to July 1, 1992, and have not elected otherwise, the Utah Revised Business Corporation Act requires that we obtain written consent from all of our shareholders prior to taking any action requiring shareholder approval without holding a shareholders' meeting. Nevada corporate law provides that we can take actions requiring shareholder approval by obtaining written consent of the majority of shares entitled to vote on any action without holding a shareholders' meeting. In other words, if we become a Nevada corporation we will be able to take actions requiring shareholder approval without holding a shareholder meeting, so long as we obtain written approval of the action by the shareholder(s) holding at least 50.1% of the shares entitled to vote on the action rather than having to obtain the written approval of 100% of our shareholders. Of course, the Utah Revised Business Corporation Act provides that we can call a shareholder meeting and ask our shareholders to approve an amendment to our Articles of Incorporation that would allow us to opt out of the unanimous written consent requirement in Utah. If such a proposal were approved by the majority of our common shares at the meeting, we could amend our Articles of Incorporation to allow us to take actions requiring shareholder approval by obtaining written consent of a majority of our common shares rather than all of the shares. Once our Utah Article of Incorporation were amended, there would be no difference between being a Nevada corporation or a Utah corporation in this respect. 2 As REIT Consultants, LLC currently owns approximately 85% of our issued and outstanding Common Stock, by voting in favor of such an amendment, REIT Consultants LLC could approve such a change to our Utah Articles of Incorporation. Ronald Robinson, our President, is the manager of REIT Consultants, LLC and may be deemed to have voting control of shares held in the name of REIT Consultants, LLC. Moreover, if we become a Nevada corporation we could take actions requiring shareholder approval solely by obtaining the written consent of REIT Consultants, LLC and without holding a shareholders' meeting or soliciting proxies or consent of any of our other shareholders. Other than as discussed herein, we believe there are no other material changes in shareholders' rights in the Nevada Revised Statute compared to the Utah Revised Business Corporation Act. PROCEDURE FOR CHANGING DOMICILE Nevada law provides that to change the domicile of a foreign corporation to Nevada, the corporation must merge with a Nevada corporation. Subject to the approval of proposals one and twopreparation of this proxy ~~we will: form~~statement and ~~merge with a Nevada corporation for the purpose of effecting the change in domicile; file Articles of Incorporation~~other expenses connected with the ~~state~~solicitation of ~~Nevada creating a Nevada corporation; enter into~~security holders. It is anticipated that we will spend an ~~Agreement~~additional $1,000 in solicitation of security holders before the meeting is held.

Any questions or requests for assistance regarding our proxies and ~~Plan of Merger with the newly formed Nevada corporation; and file a Certificate of Merger with both Utah and Nevada. Immediately following the merger, the Nevada corporation would~~related materials may be ~~the surviving entity and the separate existence of the Utah corporation would cease.~~ directed in writing to Jan Wallace, at 5205 East Lincoln Drive, Paradise Valley, Arizona 85253.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The change of domicile would become effective upon the filing date of the Certificate of Merger with the state of Nevada. The form of Articles of Incorporation and Bylaws of the proposed Nevada corporation, the Agreement and Plan of Merger, and Certificate of Merger are attached to this proxy statement as Annex A.1, Annex A.2, Annex B and Annex C respectively. VOTE REQUIRED The affirmative votepresence, in person, of the holders of a majority of the outstanding voting shares ~~of our Common Stock~~ is ~~requested~~necessary to ~~approve~~constitute a quorum at the proposal to change our domicile from Utah to Nevada. OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS APPROVE THE BOARD OF DIRECTORS RESOLUTION TO EFFECT A CHANGE OF DOMICILE FROM UTAH TO NEVADA AS SET FORTH ABOVE. 3 PROPOSAL TWO: AMEND OUR ARTICLES OF INCORPORATION TO EFFECT (a) A NAME CHANGE, (b) TO CHANGE THE PAR VALUE ON OUR COMMON STOCK TO $.001 AND (c) TO AUTHORIZE 50,000,000 SHARES OF PREFERRED STOCK AT A PAR VALUE OF $.01 = You are being asked to vote to authorize our board of directors to amend our Articles of Incorporation to change the name of the corporation to Secured Diversified Investment, Ltd., or such other name as may be available, to change the par value of the Common Stock from $.005 to $.001, and to authorize 50,000,000 shares of Preferred Stock at a par value of $.01 per share, with the designation of rights, preferences and privileges of said preferred shares to be set by the board of directors. REASONS FOR THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION By changing our name we believe we will better reflect our business plan to acquire assets and/or merge with businesses. We believe this new name will improve our marketability from a financial and public relations standpoint. By changing the par value on our Common Stock to $.001 we believe our par value will be the same as similar companies. Finally, we believe that having Preferred Stock will greatly increase our ability to attract and complete acquisitions and/or mergers in order to enhance our business plan. In April 2002, we entered into a non-binding letter of intent with Seashore Diversified Investment Company ("Seashore"), a Maryland corporation, to negotiate the possible acquisition of real estate holdings from Seashore in exchange for restricted shares of our Preferred and/or Common Stock. Seashore is a real estate investment trust and is in the business of acquiring, selling and managing real estate holdings. Neither Seashore, nor any of its officers or directors is a related party to us or to our officer and director. Pursuant to the terms of the letter of intent, we have agreed to attempt to negotiate a definitive agreement with Seashore setting forth the specific terms for the acquisition of real estate holdings by us. Our intent is to primarily acquire partial interests in a number of income producing properties throughout the United States. Given that Seashore is continously buying and selling real estate, and the fact that we have not negotiated the specific terms of a definitive agreement, it is impossible to know what properties, if any, we may acquire from Seashore. We have been waiting to negotiate the terms of a definitive agreement until such time as we obtain shareholder approval to authorize the establishment of Preferred Shares to assure we have the ability to perform any agreement that might be reached with Seashore. By its terms, the letter of intent automatically terminates on June 30, 2002. If we are unable to execute a definitive agreement prior to that time, we may seek to extend the letter of intent if we believe doing so is in the best interest of our shareholders. We do not know if Seashore has any interest in extending the termination date of the letter of intent. 4 RESULTS OF THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION Name Changes and changes to par value of common stockannual meeting. The above matters require the obtaining of a new CUSIP number and a new stock symbol, which are assigned by the CUSIP Service Bureau and the NASD respectively. Although the par value on the Common Stock would change to $.001, the total authorized, issued and outstanding Common Stock would remain unchanged. Finally, our company would be authorized to issue up to 50,000,000 shares of Preferred Stock with a par value of $.01 with the rights, preferences and privileges of said preferred shares to be set by our board of directors. POSSIBLE DILUTION RESULTING FROM AUTHORIZATION OF PREFERRED SHARES We currently have 100,000,000 shares of authorized capital stock. By voting in favor of Proposal Two, you are voting to increase our authorized capital stock by an additional 50,000,000 shares or 50%. While we have no present obligation to issue Preferred Stock, and have not yet designated any rights or preferences for these shares, if we issue Preferred Stock in the future you could potentially suffer substantial dilution. If we issue Preferred Stock you could suffer dilution in the book value of your shares if the Preferred Stock is sold at prices lower than the price at which you purchased your Common Stock. Moreover, if the Board of Directors in setting the rights, preferences and privileges of the Preferred Stock determines to grant voting rights to the holders of Preferred Stock, you could suffer dilution in the percentage of your voting interest in company matters. Similarly, the Board could grant other rights to the future holders of Preferred Stock which could be superior to your rights and holders of Common Stock. POSSIBLE ANTI-TAKEOVER EFFECTS OF AUTHORIZING PREFERRED STOCK Although we have no such present intent, Preferred Stock could be used to discourage unsolicited acquisition proposals. For example, a business combination could be impeded by the issuance of a series of Preferred Stock containing class voting rights that would enable the holder or holders of such series to block any such transaction. Alternatively, a business combination could be facilitated by the issuance of a series of Preferred Stock having sufficient voting rights to provide a required percentage vote to the stockholders. In addition, under some circumstances, the issuance of Preferred Stock could adversely affect the voting power and other rights of the holders of the Common Stock. Although our Board of Directors is required to make any determination to issue any such stock based on its judgement as to the best interests of our stockholders, it could act in a manner that would discourage an acquisition attempt or other transaction that some, or a majority, of the stockholder might believe to be in their best interest or in which stockholders might receive a premium for their stock over prevailing market prices. PROCEDURE FOR EFFECTING AMENDMENTS TO THE ARTICLES OF INCORPORATION Provided that proposals one and two of this proxy are approved, the form of amendments will be set forth in the Articles of Incorporation (Annex A.1) to be filed with the state of Nevada and will become effective upon the filing of the Certificate of Merger (Annex B). If proposal one is not approved and proposal two is approved, then the form of amendment to our Articles of Incorporation will be filed with the state of Utah as set forth and attached to this proxy statement as Annex D, and the amendments will become effective upon the filing of the amendment to our Articles of Incorporation with the state of Utah. 5 The exchange of certificates is not required. Our transfer agent, however, will act as the exchange agent for purposes of implementing any exchange of stock certificates for those who wish to do so. No new certificates will be issued to any stockholder until the stockholder has surrendered the stockholder's outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Until surrender, each certificate representing shares before the name change and change in par value will continue to be valid and will represent the same number of shares with the old par value. Stockholders should not destroy any stock certificate. Stockholders desiring new certificate reflecting the name change and the change of par value to the Common Stock will be required to bear the costs of the exchange. NO DISSENTERS' RIGHTS No dissenters' rights are available under the Utah Revised Business Corporation Act or under our Articles of Incorporation or Bylaws to any stockholder who dissents from this proposal. FINANCIAL STATEMENTS Following you will find our most recent audited financial statements for the fiscal years ending October 31, 2001 and October 30, 2000, as well as, our unaudited financial statement for our first fiscal quarter ended January 31, 2002. Book Corporation of America (A Development Stage Company) Financial Statements January 31, 2002, October 31, 2001 and October 31, 2000 6 /Letterhead/ Accountant's Report -------------------- Board of Directors Book Corporation of America (A Development Stage Company) We have reviewed the accompanying balance sheet of Book Corporation of America, (a Utah Corporation) as of January 31, 2002, and the related statements of income, retained earnings and cash flows for the period then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Book Corporation of America. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying January 31, 2002 financial statements in order to be in conformity with generally accepted accounting principles, in the United States of America. The financial statements for the year ended October 31, 2001 and 2000 were audited by us, and we expressed an unqualified opinion on them in our report dated December 31, 2001, but we have not performed any auditing procedures since that date. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #6 to the financial statements, the Company has an accumulated deficit and a negative net worth at January 31, 2002. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also discussed in Note #6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/ Bierwolf, Nilson & Associates Bierwolf, Nilson & Associates June 13, 2002 7 Book Corporation of America (A Development Stage Company) Balance Sheet For the Period Ended January 31, 2002 and the Fiscal Years Ended October 31

See accompanying notes to financial statements. 8 Book Corporation of America (A Development Stage Company) Statements of Operations For the Period Ended January 31, 2002 and the Fiscal Years Ended October 31, and Accumulated for the Period November 22, 1978 (Inception) to January 31, 2002

See accompanying notes to financial statements. 9 Book Corporation of America (A Development Stage Company) Statements of Cash Flows For the Period Ended January 31, 2002 and the Fiscal Years Ended October 31, and Accumulated for the Period November 22, 1978 (Inception) to January 31, 2002

See accompanying notes to financial statements. 10 Book Corporation of America (A Development Stage Company) Notes to Financial Statements January 31, 2002 NOTE #1 - Organization - ---------------------- The Company was incorporated under the laws of the state of Utah on November 22, 1978. The Company amended its Articles of Incorporation, authorizing 100,000,000 shares of common stock having a par value of $0.005 per share. The Articles of Incorporation grants the Company unlimited power to engage in and to do any lawful act concerning any and all lawful businesses for which corporations may be organized. The Company currently seeks to license films to television and to engage in market-by-market exploitation of the films it holds in its film inventory. In accordance with FASB 7 the Company is considered to be a development stage company. NOTE #2 - Significant Accounting Policies - ----------------------------------------- A. The Company uses the accrual method of accounting. B. Revenues and directly related expenses are recognized in the period in which the sales are finalized with customers. C. The Company considers all short term, highly liquid investments, that are readily convertible to known amounts within ninety days as cash equivalents. The Company currently has no cash equivalents. D. Basic Earnings Per Shares are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted Earnings Per Share shall be computed by including contingently issuable shares with the weighted average shares outstanding during the period. When inclusion of the contingently issuable shares would have an antidilutive effect upon earnings per share no diluted earnings per share shall be presented. E. As a licensor of films to television or other markets the Company shall recognize revenues on the dates of the exhibition for both percentage and flat fee engagements. Revenues from license agreements that meet the requirements of FASB 53 shall be recognized when the license period begins. F. Costs to produce a film shall be capitalized as film costs inventory and shall be amortized using the individual film forecast computation method. G. Operating expenses and all type of income are recognized in the period in which the activities occur. H. Depreciation: The cost of property and equipment is depreciated over the estimated useful lives of the related assets. The cost of leasehold improvements is amortized over the lesser of the length of the lease of the related assets for the estimated lives of the assets. Depreciation and amortization is computed on the straight line method. 11 Continued Book Corporation of America (A Development Stage Company) Notes to Financial Statements January 31, 2002 NOTE #3 - Non Cash Investing and Non Cash Financing Activities - -------------------------------------------------------------- In 1988, the Company issued 200,000 shares of its common stock to a related entity for assets valued at historical cost of $200,000. The Company currently holds in its film inventory, films contributed to the Company by principal stockholders. In the year ended October 31, 1999, the Company wrote off 100% of the cost of these films, because it has no plans to aggressively market the films. NOTE #4 - Public Stock Offering - ------------------------------- In 1979, the Company conducted an intrastate public offering of its common stock shares and issued 15,000,000 pre split, 300,000 post split shares for net proceeds of $127,500. NOTE #5 - Income Taxes and Net Operating Loss Carryforwards - ----------------------------------------------------------- The Company has incurred losses that can be carried forward to offset future earnings if provisions of the Internal Revenue Codes are met. These losses for the fiscal years ended October 31, are as follows:

The Company has adopted FASB 109 to account for income taxes. The Company currently has no issues that create timing differences that would mandate deferred tax expense. Net operating losses would create possible tax assets in future years. Due to the uncertainty as to the utilization of net operating loss carryforwards an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. Continued 12 Book Corporation of America (A Development Stage Company) Notes to Financial Statements January 31, 2002 NOTE #5 - Income Taxes and Net Operating Loss Carryforwards - -----------------------------------------------------------

NOTE #6 - Going Concern - ----------------------- The Company has sustained continued losses and currently has liabilities in excess of current assets. In addition, the Company has no revenue producing activities and is dependent upon its officers to provide its cash requirements. These factors indicate considerable doubt as to the Company's ability to continue as a going concern. The Company's management seeks to raise additional capital by additional investment from outsiders in the Company's common stock. NOTE #7 - Related Party Transactions - ------------------------------------ The Company's principal shareholders contributed nine films to the Company for licensing and distribution. These films have been valued at historical cost or a discounted fair market value of $2,407,000. In 1999, the films were revalued to $-0- each because the Company has been unable to market them. Additionally, the Company's President contributed 412 NTSC 3/4 inch format master video cassettes. These cassettes were valued at a historical cost of $40,000 and were revalued to have no current value. NOTE #8 - Motion Picture Rights and Screen Plays - ------------------------------------------------ The Company holds the motion picture rights to thirty-six screen plays, three novels, two short stories and fifty story titles and synopses. These rights and screen plays have been recorded at net asset value to reflect predecessor value and provisions of FASB 53 limiting such assets to a three year life. 13 VOTE REQUIRED The affirmative vote of the holders of a majority of the outstanding shares of our Common Stock is required to approve the proposed amendments to effect a name change of the corporation, to change the par value of the Common Stock and to authorize 50,000,000 shares of $.01 par value preferred shares. OUR BOARD RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE PROPOSED AMENDMENT TO EFFECT THE NAME CHANGE OF THE CORPORATION TO SECURED DIVERSIFIED INVESTMENT, LTD.,TO CHANGE THE PAR VALUE ON OUR COMMON STOCK TO $.001 AND TO AUTHORIZE 50,000,000 SHARES OF PREFERRED STOCK AT A PAR VALUE OF $.01 PROPOSAL THREE: ELECTION OF DIRECTORS The current Board of Directors contains one member and two vacancies. Following the director election held at the Special Meeting the Board of Directors will continue to consist of one member and two vacancies. It is anticipated that the two remaining vacancies will be filled in accordance with the provisions set forth in our bylaws. The following person, who is currently a member of the board of directors, has been nominated as a director for one year and until his successor is chosen and qualified. =Ronald Robinson. Age 70. For the last five years, Mr. Robinson has been principally engaged as a licensed real estate broker in both California and Nevada where he has been licensed for at least forty years. Mr. Robinson served in the US Air Force during the Korean War, obtained an undergraduate degree in business from the College of Los Angeles and later an LLB law degree from McGeorge College. Mr. Robinson does not currently sit on any other boards of directors. Management does not expect that the nominee will become unavailable for election as a director, but, if for any reason that should occur prior to the Special Meeting, the person named in the proxy will vote for such substitute nominee, if any, as may be recommended by Management. There were no material transactions between our company and any of our officers, directors or the nominee for election as director, any stockholder holding more than 5% of our Common Stock or any relative or spouse of any of the foregoing persons. VOTE REQUIRED Approval of the nominee for election to the Board of Directors will requireapproval the affirmative vote of a majority of the ~~votes~~shares represented at a meeting at which a quorum is present.

We have two (2) classes of voting securities entitled to ~~be cast by~~vote at the ~~holders of~~annual meeting: Common Stock and Series A Preferred Stock. On the ~~outstanding~~record date, there were 30,334,611 shares of Common Stock ~~represented~~outstanding held by approximately 428 shareholders of record. Each share of Common Stock is entitled to one vote on each matter to be considered. There were also outstanding at the ~~Special Meeting~~record date 7,234,600 shares of Series A Preferred Stock held by approximately 159 shareholders of record. Each share of Series A Preferred Stock is entitled to one vote on each matter to be considered. Holders of our outstanding voting shares do not have cumulative voting rights.

You may vote by either attending the meeting in person or by filling out and sending in your proxy. ~~The~~Voting shares that are represented by properly executed proxies, ~~which are executed and returned~~unless such proxies shall have previously been properly revoked (as provided herein), will be voted ~~(unless otherwise directed)~~in accordance with the instructions indicated in such proxies. If no contrary instructions are indicated, such shares will be voted for the named nominees for the Board of Directors identified herein and for approval of the 2006 Stock Option Plan. Shares represented by proxies that have voted against the propositions presented at the meeting cannot be used to postpone or adjourn the meeting in order to solicit more votes for the proposition.

Brokers who hold shares in a street name have the authority to vote when they have not received instructions from the beneficial owners. Brokers who do not receive instructions, but who are present in person or by proxy at the meeting will be counted as present for quorum purposes.

OTHER MATTERS

It is not expected that any matters other than those referred to in this proxy statement will be brought before the meeting. If other matters are properly presented, however, the persons named as proxy appointees will vote in accordance with their best judgment on such matters. The grant of a proxy also will confer discretionary authority on the persons named as proxy appointees to vote in accordance with their best judgment on matters incident to the conduct of the meeting.

DISSENTERS’ RIGHT OF APPRAISAL

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

REVOCATION OF PROXY

Any shareholder may revoke his, her, or its proxy (other than an irrevocable proxy coupled with an interest) at any time before it is voted, by: (1) filing with the corporate secretary of Secured Diversified Investment, Ltd. an instrument revoking the proxy; (2) returning a duly executed proxy bearing a later date; or (3) attending the meeting and voting in person. Attendance at the meeting will not by itself constitute revocation of a proxy.

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

Four directors are to be elected at the annual meeting, to hold office for one year until the next annual meeting of shareholders, and until their successors are elected and qualified. It is intended that the accompanying proxy will be voted in favor of the following persons to serve as directors unless the shareholder indicates to the contrary on the proxy. Management expects that each of the nominees will be available for election, but if any of them are not candidates at the time the election occurs, it is intended that such proxy will be voted for the election of another nominee to be designated by the Board of Directors to fill any such vacancy.

NOMINEES

The following sets forth information regarding each nominee.

Name	Age	All Positions and Offices with SDI	Dates of Service
Jan Wallace	51	CEO, President & Director	April 2005 - present
Peter Richman	39	Director	January 2006 - present
Patrick McNiven	45	Director	December 2005 - present
Jay Kister	31	Director	September 2002 - present

Jan Wallace. Ms. Wallace is our Chief Executive Officer, 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 BA 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 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.

Patrick McNevin. Mr. McNevin is one of our Directors. Currently Mr. McNevin is President of Fazoql, Inc. From 2004 to 2005, Mr. McNevin was the Director of Land Acquisition for Chrlevoix Homes, LLC managing all aspects of the business while developing over 15 communities and 400 single-family homes. From 1989-2004 Mr. McNevin was employed by Archway-Mother Cookies the third largest cookie company in the country. From 1999 to 2004, Mr. McNevin was Division Manager responsible for all aspects including operations, accounting, sales and 120 sales representatives covering four major distribution centers across eight states. Mr. McNevin attended Ohlone College, Fremont, California and Food Industry Executive Program, Marshall School of Business at the University of Southern California, Los Angeles, California.

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 for 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.

TERMS OF OFFICE

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

MEETINGS OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2005, our Board of Directors met 9 times, in person or by telephonic conference. Each incumbent Director serving during the fiscal year ended December 31, 2005 attended at least 75% of the meetings.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Historically, we have not adopted a formal process for stockholder communications with the Board. Nevertheless, every effort has been made to ensure that the Board or individual directors, as applicable, hear the views of stockholders and that appropriate responses are provided to stockholders in a timely manner. Any matter intended for the Board, or for any individual member or members of the Board, should be directed to our Chief Executive Officer, Ms. Jan Wallace, with a request to forward the same to the intended recipient. All such communications will be forwarded unopened.

COMPANY COMMITTEES

Audit Committee

Our Board of Directors has appointed an audit Committee to oversee our financial reporting and auditing matters. The Audit Committee is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of our financial statements and other services provided by our independent public accountants. The Audit Committee also reviews our internal accounting controls, practices and policies. The sole member of the Audit Committee is Peter Richman. We do not currently have a written audit committee charter.

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

Compensation Committee

Our Board of Directors does not maintain a standing compensation committee or other committees performing similar functions. The Board of Directors reviews the salaries and benefits of all employees, consultants, directors and other individuals that we compensate. The Board of Directors has no existing policy with respect to the specific relationship of corporate performance to executive compensation. The Board has set executive compensation at what the Board considers to be the minimal acceptable level necessary to retain and compensate the officer for his activities on our behalf.

The Nominating Committee

We do not currently have a standing nominating committee. Although we are not required to appoint and maintain a standing nominating committee, our full Board of Directors has evaluated the nomination process and abides by certain principals in the nomination of director candidates. In particular, when evaluating potential director nominees, the Board considers the following factors:

à	The appropriate size of our Board of Directors;

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

à	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;

à	Experience in political affairs;

à	Experience with accounting rules and practices; and

à	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 of Directors 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, ~~nominee. 14 THE BOARD RECOMMENDS A VOTE "FOR" THE NOMINEE LISTED ABOVE =Security Ownership~~there are no stated minimum criteria for director nominees, although the Board of Directors may also consider such other factors as it may deem are in our best interests. In addition, the Board of Directors 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 our 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 of Directors 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.

EXECUTIVE OFFICERS

The following information sets forth the names of our executive officers, their ages and their present positions.

Name	Age	All Positions and Offices with SDI	Dates of Service
Jan Wallace	51	CEO, President & Director	April 2005 - present
Munjit Johal	50	CFO	September 2002 - present

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

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

SIGNIFICANT EMPLOYEES

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

FAMILY RELATIONSHIPS

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To the best of our 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.

OFFICER AND DIRECTOR LEGAL PROCEEDINGS

Except as set forth below, we are not a party to any pending legal proceeding and we are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Luis Leon v. Secured Diversified Investment, Ltd.

On April 6, 2005, we were served with a complaint in the matter of Luis Leon v. Secured Diversified Investment, Ltd. (case no. 05CC04651), filed in the Superior Court of California, County of Orange. The complaint contains causes of action for breach of contract, promissory estoppel, intentional misrepresentation, violations of the California Labor Code. The complaint seeks damages in an amount to be determined at trial but including $116,359 of unpaid salary, $16,667 for one month unpaid vacation time, $5,548 for unpaid insurance benefits through August 15, 2005, reimbursable expenses of $288 plus a statutory penalty of $16,666 pursuant to Labor Code Section 201. Mr. Leon also seeks a grant of options to purchase $250,000 of our common stock. On April 17, 2006, plaintiffs filed a notice of settlement with the court indicating that the parties settled on April 7, 2006. The parties settled for $65,000 plus options for 150,000 shares of common stock at $0.15. Each party is responsible for their own attorney’s fees and costs.

Alliance Title Company, Inc. v. Secured Diversified

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. We are contesting the case vigorously and are proceeding with discovery. At this time we cannot make any evaluation of the outcome of this litigation. Alliance has requested that its reasonable costs and attorney’s fees be paid from the deposited funds.

Clifford L. Strand v. Secured Diversified Investment, Ltd.

On January 20, 2006, Clifford L. Strand, William S. Biddle, Gernot Trolf, our former management, and Nationwide Commercial Brokers, Inc., our former subsidiary (collectively, “Plaintiffs”), filed a complaint in the matter of Clifford L. Strand v. Secured Diversified Investment, Ltd. (case no. 06CC02350) in the Superior Court of California, County of Orange. Secured Diversified Investment, Ltd. and Ms. Jan Wallace have been named in this lawsuit. The complaint contains causes of action for fraud and misrepresentation, negligent misrepresentation, breach of contract, breach of the covenant of good faith and fair dealing, conversion, common counts, money had and received, and declaratory relief. These allegations arise out of the hold over of funds at issue in Alliance Title Company, Inc. v. Secured Diversified Investment, Ltd. (case no. 06CC02129), described above. To date, however, the matters have not been consolidated.

We filed a cross-complaint against all Plaintiffs, Alliance Title Company and Brenda Burnett, a former employee of Alliance. Our cross-complaint contains causes of action for breach of contract, breach of fiduciary duty, negligent supervision, civil conspiracy, intentional interference with economic relations, negligent interference with economic relations, breach of oral agreement, breach of employment contract, breach of director/officers’ fiduciary duty, fraud/intentional misrepresentation, and declaratory relief. We are defending and prosecuting this case vigorously and are proceeding with discovery. At this time, we cannot make any evaluation of the outcome of this litigation.

William S. Biddle v. Secured Diversified Investment, Ltd.

On March 10, 2006, some of our shareholders, including Clifford L. Strand, Robert J. Leonard, William S. Biddle, and Gernot Trolf (collectively, “Plaintiffs”) filed a complaint in the matter of William S. Biddle v. Secured Diversified Investment, Ltd. (case no. 06CC03959) in the Superior Court of California, County of Orange. Plaintiff seek declaratory relief as to whether we are a foreign corporation under California Corporation Code Section 2115(a) and whether Plaintiff’s alleged demand for our shareholder list and for an inspection of the accounting books and records and minutes of shareholders , board of directors and committees of such board is governed under California Corporation Code Sections 1600 and 1601. We are contesting this case vigorously and are proceeding with discovery. At this time, we cannot make any evaluation of the outcome of this litigation.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

On March 31, 2003, we completed an Asset Purchase Agreement with Seashore Diversified Investment Company (“Seashore”). Seashore was a related party through common management, control and shareholders. The Asset Purchase Agreement provided us a period to conduct due diligence to determine whether the assets were fair and reasonable. However, Seashore did not have the necessary books and records for us to properly evaluate the value and merit of the transaction. Nevertheless, our board of directors decided to forebear due diligence afforded under the Asset Purchase Agreement. We ultimately issued 2,461,607 common shares and 4,997,807 Series A preferred shares to Seashore to acquire Katella Center in Orange, California, T-Rex Plaza Mall in Dickinson, North Dakota, 50% interest in Spencer Springs LLC and 50% interest in Decatur Center LLC. Spencer Springs and Decatur Center each own a shopping center in Las Vegas, Nevada.

2.	In the first quarter 2003, Mr. Wayne Sutterfield paid a $25,000 commission to Mr. Clifford L. Strand for services rendered in connection with the land sale and ground lease back of the 6.66 acres underlying the T-Rex Mall. Subsequently, on June 30, 2003, we impaired the property.

3.	In March 2003, we formed Nationwide Commercial Brokers ("NCB") as our wholly-owned subsidiary. We capitalized NCB in the amount of $12,000 from which Messrs. Biddle and Strand were compensated for serving as broker of record and an officer, respectively, of NCB.

4.	In April 2003, we acquired the remaining 50% interest in Decatur Center, LLC. The selling members of Decatur Center, LLC, including William S. Biddle, received shares of our Preferred

B Preferred Stock in connection with the sale. Mr. Biddle and Mr. Clifford L. Strand received commissions on the transaction in the amount of 60,000 shares and 50,000 shares of our Series B Preferred Stock, respectively.

In November 2003, we acquired the remaining 50% interest in Spencer Springs, LLC. The selling members of Spencer Springs, LLC, including William S. Biddle, received shares of our Preferred B Preferred Stock in connection with the sale. Mr. Biddle and Mr. Clifford L. Strand received commissions on the transaction in the amount of 128,000 shares and 124,000 shares of our Series B Preferred Stock, respectively.

In August 2003, we acquired the Hospitality Inn and Dickinson Management Company from Seacrest Partners, L.P. in exchange for shares of our common stock and preferred A stock. Certain of our officers, directors and a major shareholder owned a majority of the limited partnership interests of Seacrest Partners, L.P. We received no independent appraisal of the Hospitality Inn. However, the related parties involved certified that the transaction was fair and reasonable. We issued 1,445,029 shares of common stock and 2,464,971 shares of preferred A stock to acquire the Hospitality Inn.

In February 2004, William S. Biddle, Robert Leonard and Sumiye Onodera-Leonard, through their trusts, loaned us $150,000 bearing an interest rate of 12%. Messrs. Biddle and Leonard each received 50,000 shares of common stock for loaning us this money. The obligation was secured by Spencer Springs Shopping Center, and was later paid out in full from the proceeds of the sale of the property.

In December 2004, William S. Biddle and Robert J. Leonard together purchased a 37% membership interest in Spencer Springs, LLC valued at $350,000 for $200,000. The sole asset of Spencer Springs, LLC was the promissory note of Roger Anderson in the principal amount of $950,000 due October 28, 2007. The note was secured by the Spencer Springs Shopping Center.

In October, 2004, William S. Biddle and Clifford L. Strand along with our tenant-in-common partner, Denver Fund I, agreed to pay our property manager, Shaw & Associates, a $50,000 commission for bringing the Flamingo Road Arts and Antiques in as a lessee for the Cannery West Shopping Mall. Under the agreement, Nationwide Commercial Brokers, our wholly-owned subsidiary, was to receive a portion of the commission amounting to $16,500. However, subsequently, this commission was divided between Clifford L. Strand and William S. Biddle.

10.

In late 2004, we were informed by Clifford L. Strand and William S. Biddle that a prospective tenant of the Cannery West Shopping Center, known as the Flamingo Road Arts and Antiques, needed financial assistance. Messrs. Strand and Biddle indicated that having this tenant was essential to stabilize the Cannery West Shopping Center and solicited among our board of directors interested persons to invest in the Flamingo Road Arts and Antiques. While no other board member decided to invest, William S. Biddle and a shareholder of our company loaned $150,000 to the Flamingo Road Arts and Antiques. At the same time, Mr. Biddle, on behalf of our company, afforded the Flamingo Road Arts and Antiques rental abatements of two months and no CAMS for the first year of the five year lease. Because the Flamingo Road Arts and Antiques was in arrears on rent payments and received certain concessions on the lease, the appraisal came in at $500,000 less than the original sales price. As a result, the buyer requested a reduction in the sales price of $500,000.

11.	Initially, the proposed contract for sale of the Cannery West Shopping Center in July of 2005 listed two brokers for a total of 4% commissions: 2% for KB Morris representing the buyer and

2% for National Commercial Properties representing us. Mr. Biddle thereafter revised the agreement to include another 2% in commissions to Nationwide Commercial Brokers (“NCB”). Mr. Biddle told the board of directors that the 2% commission to NCB would go to two brokers, 1% for Certified Realty and another 1% for NCB, broken down as 20% to NCB and 80% to us. On July 13, 2005, Mr. Biddle, acting as our officer, submitted escrow instructions to Alliance Title, the escrow agent on this sales transaction, without the approval of the board of directors, requesting 20% of the sales price (or $18,000) be paid to NCB and the remaining 80% of the sales price (or $72,000) be paid to himself. After Mr. Biddle resigned as one of our officers and directors, he continued to submit escrow instructions to Alliance. The final escrow instruction listed $18,000 to NCB, $36,000 to Mr. Biddle and $36,000 to Mr. Cliff L. Strand.

12.	In July 2005, we sold our 100% interest in NCB to Robert Leonard for $50,000, a large shareholder of our company and the Chairman of NCB.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires 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 year ended December 31, 2005, the following persons have failed to file, on a timely basis, the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2005:

Name and principal position	Number of late reports	Transactions not timely reported	Known failures to file a required form
Luis Leon (former CEO)	0	0	1
Pamela Padgett (former Director)	0	0	1
Clifford Strand (former Chairman of the Board, President)	0	1	1
William S. Biddle (former Director, Vice President)	0	1	1
Jan Wallace	1	1	0
Jay Kister	0	0	1
Munjit Johal	0	1	0
Iomega Investments, LLC	0	0	1

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of each class or series of our outstanding stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the of each class or series of our outstanding stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 37,569,211 shares which includes 30,334,611 shares of common stock and 7,234,600 shares of preferred A stock issued and outstanding on April 20, 2006.

Title of class	Name and address of beneficial owner ⁽¹⁾	Amount of beneficial ownership⁽²⁾	Percent of class*
Executive Officers & Directors:
Common	Jan Wallace⁽³⁾ 12202 North Scottsdale Road Phoenix, Arizona 85054	600,000 shares	1.60%
Common	Peter Richman 12202 North Scottsdale Road Phoenix, Arizona 85054	0 shares	0%
Common	Patrick McNevin 12202 North Scottsdale Road Phoenix, Arizona 85054	0 shares	0%
Common Preferred A	Jay Kister⁽⁴⁾ 12202 North Scottsdale Road Phoenix, Arizona 85054	119,943 shares 9,887 shares	0.35%
Common	Munjit Johal 5030 Campus Drive Newport Beach, California 92663	0 shares	0%
Total of All Directors and Executive Officers: Common Preferred A		719,943 shares 9,887 shares	1.97%
More Than 5% Beneficial Owners:
Common Preferred A	Wayne Sutterfield⁽⁵⁾ P.O. Box 1009 Parker, AZ 85344	2,059,049 shares 827,326 shares	7.68%
Common Preferred A Common Preferred A	Robert J. Leonard⁽⁶⁾ P.O. Box 2089 Hunington Beach, CA 92647 Sumiye Onodera Leonard⁽⁷⁾ P.O. Box 2089 Hunington Beach, CA 92647	892,035 shares 611,890 shares 943,289 shares 573,162 shares	8.04
Common	Iomega Investments, LLC 6501 East Greenway Parkway, Ste. 102 Scottsdale, AZ 85254	15,000,000	40.00%

⁽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⁾

Clifford L. Strand and William S. Biddle, former officer and directors, are the managing members of REIT Consultants, LLC, a shareholder holding 2,000,000 shares of our Common Stock. Five shareholders acquired control of REIT Consultants, LLC through their respective trusts thereby controlling the 2,000,000 shares of Common Stock as a result of a default on a loan. We have learned that the debt underlying the loan was repaid and, as such, no default occurred. Thus, our disclosure in our 2003 annual statement on Form 10KSB claiming that a default occurred was inaccurate. For this reason, Mr. Wayne Sutterfield, one of the five shareholders, renounced his control over the shares held in REIT Consultants, LLC.

⁽³⁾	Includes 200,000 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.

⁽⁴⁾	Includes 100,000 shares of Common Stock held in his name and 19,943 shares held in joint tenancy with his wife Alicia Kister. Includes 9,887 shares of Preferred A Stock held in joint tenancy with his wife Alicia Kister.

⁽⁵⁾	Includes 100,000 shares of Common Stock held in his name. Includes 1,111,814 shares of Common Stock and 186,357 shares of Preferred A Stock held by Lincoln Trust over which Mr.

Sutterfield has distribution authority. Includes 332,000 shares of Common Stock held through REIT Consultants, LLC over which Mr. Sutterfield disclaims beneficial ownership. Includes 352,735 shares of Common Stock and 640,969 shares of Preferred A Stock held in Suttco, LLC. Also includes options to purchase 162,500 shares of Common Stock immediately exercisable or exercisable within sixty days.

⁽⁶⁾	Includes 392,035 shares of Common Stock and 611,890 shares of Preferred A Stock held by the Robert J. Leonard Family Trust of which Mr. Leonard has distribution authority. Includes 500,000 shares of Common Stock held through REIT Consultants, LLC.

⁽⁷⁾

Includes 100,000 shares of Common Stock and 6,061 of Preferred A Stock held in her name. Includes 343,289 shares of Common Stock and 567,101 shares of Series A Preferred Stock held by the Onodera Family Trust of which Mrs. Leonard has distribution authority. Includes 500,000 shares of Common Stock held through REIT Consultants, LLC.

Change in Control

On April 28, 2004, we and Denver Fund I, Ltd (“Denver Fund I”) entered into a Lease Agreement with Iomega Investments, LLC (“Iomega”) to lease the Cannery retail shopping center located on Flamingo Road in Las Vegas, Nevada. On the same date, Iomega granted us and Denver Fund I an option (the “Option Agreement”) to purchase the property commencing on May 14, 2004 for total consideration of $5,950,000. The $5,950,000 included an assumption of the first mortgage on the property in the principal amount of $4,100,000, and a balance of $1,850,000 to be paid partially by us and partially by Denver Fund I.

We and Denver Fund I exercised our right under the Option Agreement to purchase the property from Iomega. For our portion of the purchase price, we delivered to Iomega 250,000 shares of our Series C Preferred Stock (valued between the parties at $3.00 per share) and a two-year promissory note in the principal amount of approximately $155,000 (the “Promissory Note”), bearing interest at an annual rate of 7%. The principal amount of the Promissory Note was payable $50,000 at the six month anniversary, $50,000 at the 12 month anniversary and the remainder at maturity.

On December 14, 2005, we amended the terms of our portion of the purchase price with Iomega, and agreed to retire the Promissory Note in favor of Iomega by paying $40,000.00 immediately in lieu of paying $55,113.00 at maturity. We further agreed to convert Iomega’s 250,000 shares of Series C Preferred Stock into shares of our Common Stock as described below.

Following a letter request made by Iomega to convert its 250,000 shares of May 31, 2002, for each director and nominee, the President, the other executive officers, and for all directors and executive officers as a group. - --------------------------------------------------------------------- Options Currently Exercisable Name CommonSeries C Preferred Stock or within 60 days - --------------------------------------------------------------------- Ronald Robinson 2,000,000* 0 All directors and executive officers as a group ( 1 ) - --------------------------------------------------------------------- *Although Ronald Robinson does not hold any Common Stock in his name, he may be deemed a beneficial owner of stock held by REIT Consultants, LLC because he is the manager of the LLC and may have investment power. =Security Ownership of Certain Beneficial Owners As of May 31, 2002, our records and other information made available by outside sources indicated that the following stockholders were beneficial owners of more than five percent of our outstandinginto shares of Common ~~Stock. - --------------------------------------------------------------------- Name Shares Percent~~Stock, we requested our transfer agent, Fidelity Transfer Company, to issue 15,000,000 shares of Class - --------------------------------------------------------------------- REIT Consultants, LLC 2,000,000* 85% 1775 East Warm Springs Road, Ste. 10 Las Vegas, Nevada 89119 - --------------------------------------------------------------------- *Common Stock to Iomega, trading at $0.05 per share, in exchange for Iomega’s 250,000 Series C Preferred Stock, which we valued at $3.00 per share in the Option Agreement. As ~~previously mentioned, Ronald Robinson~~a result of the conversion, Iomega now controls 40.00% of the outstanding shares and therefore has substantial voting control of our company.

EXECUTIVE COMPENSATION

The table below summarizes all compensation awarded to, earned by, or paid to our current executive officers for each of the last three completed fiscal years.

		Annual Compensation				Long Term Compensation
Name	Title	Year	Salary ($)	Bonus ($)	Other Annual Compensation ($)	Restricted Stock Awarded ($)	Options/ SARs (#)	LTIP Payouts ($)	All Other Compensation ($)
Luis Leon,	Former CEO	2005 2004 2003	8,641 34,000 0	0 0 0	0 18,245 0	0 0 0	0 0 0	0 0 0	0 0 0
Clifford L. Strand⁽¹⁾	Former President & Chairman	2005 2004 2003	102,500 130,000 82,833	0 0 0	0 0 0	0 0 500,000	0 0 1,000,000	0 0 0	0 0 0
William S. Biddle⁽²⁾	Former Vice President	2005 2004 2003	46,250 60,000 40,000	0 0 0	0 0 0	0 0 250,000	0 0 500,000	0 0 0	0 0 0
Gernot Trolf⁽³⁾	Former Chief Operating Officer	2005 2004 2003	40,000 48,000 34,000	0 0 0	0 0 0	0 0 250,000	0 0 500,000	0 0 0	0 0 0
Jan Wallace⁽⁴⁾	President & CEO	2005 2004 2003	146,500 n/a n/a	0 n/a n/a	0 n/a n/a	245,000 n/a n/a	400,000 n/a n/a	0 n/a n/a	0 n/a n/a
Munjit Johal⁽⁵⁾	Chief Financial Officer	2005 2004 2003	79,000 69,000 54,000	0 0 0	0 0 0	0 0 250,000	0 0 500,000	0 0 0	0 0 0

(1)	Effective April 1, 2005, Mr. Strand agreed to rescind his 500,000 shares of common stock and options to purchase 1,000,000 shares of common stock provided under his May 1, 2003 employment agreement and return his shares to our corporate treasury. To date, Mr. Strand has not returned his shares.

(2)	Effective April 1, 2005, Mr. Biddle agreed to rescind his 250,000 shares of common stock and options to purchase 500,000 shares of common stock provided under his May 1, 2003 employment agreement and return his shares to our corporate treasury. To date, Mr. Biddle has not returned his shares.

(3)	Effective April 1, 2005, Mr. Trolf agreed to rescind his 250,000 shares of common stock and options to purchase 500,000 shares of common stock provided under his May 1, 2003 employment agreement and return his shares to our corporate treasury. To date, Mr. Trolf has not returned his shares.

(4)

Ms. Wallace is a principal of Wallace Black Financial & Investment Services (“WB”), which was engaged on in April 2005 as a consultant to perform certain investor relations and public relations tasks. The agreement provides for $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.

(5)

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.

Compensation to Directors

Non-employee directors were not paid for their services in fiscal year ended December 31, 2005.

Summary of Options Grants

The following table sets forth the individual grants of stock options we made during the year ended December 31, 2005, for the named executive officers:

OPTION / SAR GRANTS IN LAST FISCAL YEAR
Name	Number of securities underlying options / SARs granted (#)	Percent of total options / SARs granted to employees in fiscal year	Exercise or Base price ($ /Sh)	Expiration date
Jan Wallace	400,000	100%	Range from $0.50 to $2.00 per share.	March 2010

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.

PROPOSAL NO. 2: APPROVAL OF 2006 STOCK OPTION PLAN

At the annual meeting, shareholders will be asked to consider and to take action on the 2006 Stock Option Plan. On March 8, 2006, our Board of Directors adopted the 2006 Stock Option Plan of Secured Diversified Investment, Ltd (the “2006 Plan”). The purpose of this Plan is ~~the manager of REIT Consultants, LLC, a Nevada limited liability~~to strengthen our company and ~~may have investment power over~~subsidiaries by providing incentive stock options as a means to attract, retain, and motivate key corporate personnel through ownership of stock, and to attract individuals of outstanding ability to render services to and enter the ~~shares held by REIT Consultants, LLC,~~employment of our company or subsidiaries. The 2006 plan authorizes the grant of stock options during any 12 month period that does not exceed the greater of: (1) $1 million, (2) 15% of our total assets, or (3) 15% of our issued and ~~therefore,~~outstanding common stock. The full text of the 2006 Stock Option Plan is attached to this Proxy Statement as Exhibit 1.1.

The board has not as yet issued any options under the plan.

In summary, this plan provides as follows:

TYPES OF STOCK OPTIONS

There shall be two types of Stock Options (referred to herein as "Options" without distinction between such different types) that may be ~~deemed~~granted under this Plan: (1) options intended to qualify as Incentive Stock Options under Section 422 of the Internal Revenue Code (“Qualified Stock Options”), and (2) options not specifically authorized or qualified for favorable income tax treatment under the Internal Revenue Code (“Non-Qualified Stock Options”).

ADMINISTRATION OF THE PLAN

This Plan shall be administered by a ~~beneficial owner. Meetings~~“Compensation Committee” or “Plan Administrator” composed of members selected by, and ~~Committees~~serving at the pleasure of, the Board of ~~Directors The board of directors currently has no standing Committees. During 2001 there were six meetings~~Directors. Subject to the provisions of the ~~board of directors. All directors attended 75%~~Plan, the Plan Administrator shall have authority to construe and interpret the Plan; to promulgate, amend, and rescind rules and regulations relating to its administration; to select, from time to time, among the eligible employees and non-employee consultants (as determined pursuant to Section 5) those employees and consultants to whom Stock Options will be granted; to determine the duration and manner of the ~~meetings~~grant of the ~~board~~Options; to determine the exercise price, the number of ~~directors. =Compensation~~shares and other terms covered by the Stock Options; to determine the duration and purpose of ~~Directors To date, no director has received any compensation for his services on the board~~leaves of directors. We currently have not adopted any type of director compensation plan. 15 = PROPOSAL FOUR ADOPT THE SDI 2002 STOCK OPTION PLAN DESCRIPTION OF SDI CORPORATION 2002 STOCK OPTION PLAN Provided that proposal one and two of this proxy are approved, we desire to adopt the SDI 2002 Stock Option Plan (the "Plan") attached hereto as Annex E. Under the Plan, our key employees, advisors and consultants (including directors and officers who are employees) may be granted options to purchase shares of our Common Stock. The Plan permits the granting of 500,000 shares of Common Stock at a price equal to one hundred percent (100%) of the fair market value of the Common Stock on the date that the option is granted provided, however, that the price shall not be less than the par value of the Common Stockabsence which ~~is subject to the option. Further, no Incentive Stock Option~~ may be granted to Stock Option holders without constituting termination of their employment for purposes of the Plan; and to make all of the determinations necessary or advisable for administration of the Plan. The

interpretation and construction by the Plan Administrator of any provision of the Plan, or of any agreement issued and executed under the Plan, shall be final and binding upon all parties. No member of the Committee or Board shall be liable for any action or determination undertaken or made in good faith with respect to the Plan or any agreement executed pursuant to the Plan.

GRANT OF OPTIONS

We are hereby authorized to grant Incentive Stock Options as defined in section 422 of the Code to any employee or director (including any officer or director who is an ~~employee owning Common Stock having~~employee); provided, however, that no person who owns stock possessing more than 10% of the total combined voting power of all classes of our stock shall be eligible to receive an Incentive Stock Option under the ~~Company~~Plan unless at the ~~option~~time such Incentive Stock Option is granted the Option price ~~for such employee's option~~ is at least 110% of the fair market value of the ~~Common Stock~~shares subject to the ~~option at the time the option is granted~~Option, and ~~the option~~such Option by its terms is not exercisable after the expiration of five years from the date such Option is granted.

An employee may receive more than one Option under the Plan. Non-Employee directors shall be eligible to receive Non--Qualified Stock Options in the discretion of ~~granting. The par value of our Common~~the Plan Administrator. In addition, Non--Qualified Stock ~~is presently $.005 per share but in this proxy statement there is a vote to change the par value on the Common Stock to $.001 per share. No option~~Options may be granted ~~under~~to Consultants who are selected by the Plan ~~after the tenth anniversary~~Administrator.

STOCK SUBJECT TO PLAN

The stock available for grant of ~~the adoption of the Plan. Unless otherwise specified by the board of directors, options granted under the Plan are Incentive Stock~~ Options under ~~the provisions and subject to the limitations of Section 422 of the Internal Revenue Code. ADMINISTRATION OF THE PLAN The~~this Plan shall be administered by the board of directors until such time as a Compensation Committee is appointed. Subject to the provisions of the Plan, the board of directors determine the employees who will receive options under the Plan, the number of shares subject to each option and the terms of those options, and interprets the Plan and makes such rules of procedure as the board of directors may deem proper. Upon the granting of any option, the optionee must enter into a written agreement with us setting forth the terms upon which the option may be exercised. Such an agreement will set forth the length of the term of the option and the timing of its exercise as determined by our board of directors. The Compensation Committee, or if there is none, our board of directors, in its sole discretion will determine the vesting schedule and exercise dates of any equity security granted under the Plan at the time each grant is made. No equity security granted under the plan shall be exercisable within six months of the date of grant without approval of our authorized but unissued, or reacquired, Common Stock. The aggregate sales price, or amount of securities sold, during any 12 month period may not exceed the ~~Compensation Committee~~greater of: (1) $1 million, (2) 15% of our total assets, or (3) 15% of our ~~board of directors. In no event shall the length of an~~issued and outstanding common stock, including shares previously issued under this Plan or other stock option extend beyond ten years from the date of its grant. An optionee may exercise an option by delivering payment to us in cash. 16 Under the Plan, if the employment of any person to whom an option has been granted is terminated for any reason other than the death or disability of the optionee, the option shall automatically terminate. If the termination is by reason of retirement, the optionee may exercise such portion of the option as has vested, within three months of termination or within the remaining term of the option,plans we created, whichever is shorter. If the optionee dies while employed by us or our subsidiaries, or during a period after termination of employment in which the optionee could exercise an option, the optionee's beneficiary may exercise the option within one year of the date of the optionee's death but in no event may the option be exercised later than the date on which the option would have expired if the optionee had lived. If the termination is by reason of disability, the optionee may exercise the option, in whole or in part, at any time within one year following such termination of employment but in no event may the option be exercised later than the date on which the option would have expired had the optionee not become disabled. FEDERAL INCOME TAX CONSEQUENCES With respect to the tax effects of non-qualified stock options, since the options granted under the Plan do not have a "readily ascertainable fair market value" within the meaning of the Federal income tax laws, an optionee of an option will realize no taxable income at the time the option is granted. When a non-qualified stock option is exercised, the optionee will generally be deemed to have received compensation, taxable at ordinary income tax rates, in an amount equal to the excess of the fair market value of the shares of Common Stock of the Company on the date of exercise of the option over the option price.greater. The Company will withhold income and employment taxes in connection with the optionee's recognition of ordinary income as a result of the exercise by an optionee of a non-qualified stock option. The Company generally can claim an ordinary deduction in the fiscal year of the Company which includes the last day of the taxable year of the optionee which includes the exercise date or the date on which the optionee recognizes income. The amount of such deduction will be equal to the ordinary income recognized by the optionee. When stock acquired through the exercise of a non-qualified stock option is sold, the difference between the optionee's basis in the shares and the sale price will be taxed to the optionee as a capital gain (or loss). With respect to the tax effects of Incentive Stock Options, the optionee does not recognize any taxable income when the option is granted or exercised. If no disposition of shares issued to an optionee pursuant to the exercise of an Incentive Stock Option is made by the optionee within two years after the date the option was granted or within one year after the shares were transferred to the optionee, then (a) upon sale of such shares, any amount realized in excess of the option price (the amount paid for the shares) will be taxed to the optionee as long-term capital gain and any loss sustained will be a long-term capital loss and (b) no deduction will be allowed to the Company for Federal income tax purposes. The exercise of an Incentive Stock Option will give rise to an item of tax preference that may result in alternative minimum tax liability for the optionee. 17 If shares of Common Stock acquired upon the exercise of an Incentive Stock Option are disposed of prior to the expiration of the two year and one year holding periods described above (a "Disqualifying Disposition") generally (a) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of the shares at exercise (or, if less, the amount realized upon the sale of such shares) over the option price thereof, and (b) the Company will be entitled to deduct such amount, subject to applicable withholding requirements. Any further gain realized will be taxed as short-term or long-term capital gain and will not result in any deduction by the Company. A Disqualifying Disposition will eliminate the item of tax preference associated with the exercise of the Incentive Stock Option. CHANGES IN PLAN The Plan may be terminated, suspended, or modified at any time by the board of directors, but no amendment increasing the maximum number of shares for which ~~option~~an Option may be granted ~~(except~~ to ~~reflect a stock split, stock dividend or other distribution), reducing the option price of outstanding options, extending the period~~any Optionee during ~~which options may be granted, otherwise materially increasing the benefits accruing to optionees or changing the class of persons eligible to be optionees~~any calendar year shall ~~be made without first obtaining approval by a majority~~not exceed 5% of the ~~shareholders of~~issued and outstanding shares. In the ~~Company. No termination, suspension or modification of the Plan shall adversely affect~~event that any ~~right previously acquired by the optionee or other beneficiary under the Plan. Options granted~~outstanding Option under the Plan ~~may not be transferred other than by will~~for any reason expires or byis terminated, the ~~laws~~shares of ~~descent and distribution and, during~~Common Stock allocable to the ~~optionee's lifetime may be exercised only by the optionee. All~~unexercised portion of the Option shall again be available for Options ~~previously issued~~ under the ~~prior plan remain unchanged~~Plan as if no Option had been granted with regard to such shares.

TERMS AND CONDITIONS OF OPTION

Specific requirements for the terms and ~~outstanding. VOTE REQUIRED~~ conditions of all Option Agreements entered into are detailed in the Plan.

TERMINATION OR AMENDMENT OF THE PLAN

The Board of Directors may at any time terminate or amend the Plan; provided that, without approval of the ~~SDI 2002 Stock Option Plan requires the affirmative vote~~holders of a majority of the shares of our Common Stock ~~of our company~~represented and voting ~~in person~~at a duly held meeting at which a quorum is present or ~~by proxy on~~ the amendment. If the proposal is not approved by shareholders, it will not become effective. THE BOARD RECOMMENDS A VOTE "FOR" PROPOSAL FOUR ADOPTING THE SDI 2002 STOCK OPTION PLAN PROPOSAL FIVE: TO AMEND OUR BYLAWS TO EFFECT A CHANGE IN OUR FISCAL YEAR END FROM OCTOBER 31 TO THAT OF A CALENDAR YEAR END OR DECEMBER 31 REASONS FOR THE CHANGE IN FISCAL YEAR We believe changing our fiscal year to a calendar year end would bring us in line with the industry. We would have the standard year end and our quarters would be on the standard quarterly ends. In addition, we are considering qualifying for REIT tax status, and if we were to pursue REIT tax status, we would be required to have a calendar year end. Although we have not committed to pursue REIT tax status, in order to keep the REIT option open we desire to have a calendar year end. 18 PROCEDURE FOR CHANGING FISCAL YEAR END Our fiscal year end is set forth in our bylaws. To effect a change in fiscal year end, we would amend our bylaws to set forth the new fiscal year end. VOTE REQUIRED Although we are not required to have shareholder approval to change our fiscal year end, we desire to obtain the affirmative votewritten consent of a majority of the outstanding shares of Common Stock, there shall be (with limited exception) no increase in the total number of shares covered by the Plan, no change in the class of persons eligible to receive options granted under the Plan, no reduction in the exercise price of Options granted under the Plan, and no extension of the ~~Company voting~~latest date upon which Options may be exercised; and provided further that, without the consent of the Optionee, no amendment may adversely affect any then outstanding Option or any unexercised portion thereof.

INDEMNIFICATION

In addition to such other rights of indemnification as they may have as members of the Board Committee that administers the Plan, the members of the Plan Administrator shall be indemnified by us against

reasonable expense, including attorney's fees, actually and necessarily incurred in ~~person~~connection with the defense of any action, suit or proceeding, or in connection with any appeal therein to which they, or any of them, may be a party by ~~proxy on~~reason of any action taken or failure to act under or in connection with the ~~amendment. If the amendment~~Plan or any Option granted thereunder, and against any and all amounts paid by them in settlement thereof (provided such settlement is ~~not~~ approved by ~~shareholders,~~independent legal counsel selected by us). In addition, such members shall be indemnified by us for any amount paid by them in satisfaction of a judgment in any action, suit, or proceeding, except in relation to matters as to which it ~~may not become effective.~~shall have been adjudged that such member is liable for negligence or misconduct in the performance of his or her duties, provided however that within 60 days after institution of any such action, suit, or proceeding, the member shall in writing offer us the opportunity, at our own expense, to handle and defend the same.

EFFECTIVE DATE AND TERM OF THE PLAN

This Plan became effective on March 8, 2006. Unless sooner terminated by the Board of Directors in its sole discretion, this Plan will expire on March 8, 2016.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE ~~"FOR" PROPOSAL FIVE TO AMEND OUR BYLAWS TO CHANGE OUR FISCAL YEAR END FROM OCTOBER 31 TO~~IN FAVOR OF THE 2006 STOCK OPTION PLAN. PROXIES SOLICITED BY SECURED DIVERSIFIED INVESTMENT, LTD. WILL BE SO VOTED UNLESS SHAREHOLDERS SPECIFY IN THEIR PROXIES A ~~CALENDAR YEAR END OR DECEMBER 31 = PROPOSAL SIX: TO RATIFY THE ACTIONS~~CONTRARY CHOICE.

SELECTION OF ~~OUR OFFICERS AND DIRECTORS We recommend that shareholders ratify the actions~~AUDITORS

The Board of Directors selected Kabani & Company, Inc., Certified Public Accountants, as our ~~officers~~independent auditors and ~~directors~~business advisers to examine our financial statements for ~~the last fiscal year and for the time period from~~ the fiscal year ~~end through~~ended December 31, 2006.

There will be no representative of Kabani & Company, Inc. at the ~~date~~annual meeting.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Committee Report

The primary purpose of the ~~special shareholder meeting. =OTHER MATTERS~~Audit Committee is to assist the Board of Directors in its oversight of our internal controls and financial statements and the audit process. The sole member of the Audit Committee is Peter Richman. We ~~know~~do not currently have a written audit committee charter.

Management is responsible for the preparation, presentation and integrity of ~~no other matters that~~our financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors, Kabani & Company, Inc., certified public accountants, are ~~to be presented~~responsible for ~~action at~~performing an independent audit of the special meeting of stockholders other than those set forth above. If any other matters properly come before the special meeting of stockholders, the persons named in the enclosed proxy form will vote the shares represented by proxiesfinancial statements in accordance with ~~their best judgment~~generally accepted auditing standards.

In performing its oversight role, the Audit Committee has considered and discussed the audited financial statements with management. The Committee has also discussed with the independent auditors the matters required to be discussed by Statement on ~~such matters. =WHERE STOCKHOLDERS CAN FIND MORE INFORMATION We file~~Auditing Standards No. 61, Communication with Audit Committees, as currently in effect. The Committee has received the written disclosures and the letter from the independent auditors required by Independence Standards Board Standard No. 1, Independence Discussions With Audit Committees, as currently in effect, and has discussed with the auditors the auditors’ independence.

Based on the review and discussions described in this report, and subject to the limitations on the role and responsibilities of the Committee with regard to its oversight functions referred to below, the Committee recommended to the Board that the audited financial statements be included in our annual ~~and quarterly reports~~report on Form 10-KSB for the fiscal year ended December 31, 2005 for filing with the Securities and Exchange Commission. ~~Stockholders~~

The members of the Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, including with respect to auditor independence. Members of the Committee rely without independent verification on the information provided to them and on the representations made by management and the independent auditors. Accordingly, the Committee’s oversight does not provide an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Committee’s considerations and discussions referred to above do not assure that the audit of our financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting principles, or that Kabani & Company, Inc., certified public accountants, are in fact independent.

Independent Auditor Fees

Our Board of Directors reviews and approves audit and permissible non-audit services performed by our independent accountants, as well as the fees charged for such services. In its review of non-audit service fees and its appointment of Kabani & Company, Inc. as our independent accountants, the Board of Directors considered whether the provision of such services is compatible with maintaining independence. All of the services provided and fees charged by Kabani & Company, Inc. in 2005 and 2004 were approved by the Board of Directors. The following represents fees for audit services rendered by Kabani & Company, Inc. for the audit of our annual financial statements for the years ended December 31, 2005 and December 31, 2004 and fees billed for other services rendered by Kabani & Company, Inc. during those periods.

Audit Fees

The aggregate fees billed by our auditors for professional services rendered in connection with a review of the financial statements included in our quarterly reports on Form 10-QSB and the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2005 and December 31, 2004 were approximately $135,000 and $82,784 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, and tax planning were $11,540 and 0 for the fiscal years ended December 31, 2005 and 2004.

All Other Fees

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

FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES

There were no fees billed by our auditors for: (a) directly or indirectly operating, or supervising the operation of, our information system or managing our local area network; or (b) designing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements taken as a whole. As there were no fees billed or expended for the above services, our Board of Directors did not consider whether such expenditures were compatible with maintaining the auditor’s independence from our company.

FORWARD -LOOKING STATEMENTS

This proxy statement may ~~obtain,without charge,~~include 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 ourcurrent plans and expectations relating to expectations of anticipated growth in the future and future success under various circumstances. As such, these forward-looking statements involve uncertainty and risk. External factors that could cause our actual results to differ materially from our expectations include:

·	Ourability to develop its business plan to the extent anticipated;

·	The public’s willingness to accept our business; and

·	Ourability to compete successfully within our industry.

Other factors and assumptions not identified above could also cause the actual results to differ materially from those set forth in any forward-looking statement. We do 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.

FUTURE STOCKHOLDER PROPOSALS

It is anticipated that the release date for our proxy statement and form of proxy for our next annual meeting of shareholders will be within 90 days from the filing deadline of the annual report on Form 10KSB with the Securities and Exchange Commission, or June 30, 2007. The deadline for submittals of shareholder proposals to be included in that proxy statement and form of proxy is 120 days prior to that date. The deadline for submittals of shareholder proposals for a meeting of shareholders other than at a regularly scheduled annual meeting is a reasonable time before we begin to print and mail our proxy materials.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents, filed with the Commission, are incorporated herein by reference:

(i)	Our Annual Report filed on Form 10-KSB with the Commission on April 15, 2006, for the fiscal year ended December 31, 2005 (the Form 10-KSB is attached);

(ii)	Our Quarterly Reports filed on Form 10-QSB during 2005.

(iii)

All of our Reports filed on Form 8-K during 2005 and 2004.

All reports and definitive proxy or information statements filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Proxy Statement and prior to the date of the Annual Meeting shall be deemed to be incorporated by reference into this Proxy Statement from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated in this Proxy Statement shall be deemed to be modified or superseded for purposes of this Proxy Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement.

A copy of the ~~most recent Form 10-KSB (without exhibits)~~documents incorporated herein by ~~requesting~~reference (excluding exhibits unless such exhibits are specifically incorporated by reference into the information incorporated herein) that are not presented with this document or delivered herewith, will be provided without charge to each person, including any beneficial owner, to whom a ~~copy in writing~~Proxy Statement is delivered, upon oral or written request of any such person and by ~~telephone from us~~first-class mail or other equally prompt means. Requests should be directed to the Corporate Secretary at the following address: Book Corporation of America Attention: Investor Relations 1725 East Warm Springs Road, Suite 10 Las Vegas, Nevada 89119 The exhibitsaddress set forth above.

WHERE YOU CAN FIND MORE INFORMATION

Secured Diversified Investment, Ltd. is subject to the Form 10-KSB are available upon payment of charges that approximate reproduction costs. If you would like to request documents, please do so by June ___, 2002, to receive them before the special meeting of stockholders. By orderinformational requirements of the ~~board~~Securities Exchange Act of ~~directors, ___________________, 2002 Ronald Robinson President 19 STOCKHOLDERS ARE REQUESTED TO MARK,~~1934, as amended. We file reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the SEC’s Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website, located at www.sec.gov, that contains reports, proxy statements and other information regarding companies and individuals that file electronically with the SEC.

PLEASE SIGN, DATE AND ~~SIGN~~RETURN THE ~~ENCLOSED~~ACCOMPANYING PROXY ~~AND RETURN IT IN~~AT YOUR EARLIEST CONVENIENCE, WHETHER OR NOT YOU CURRENTLY PLAN TO ATTEND THE ~~ENCLOSED, SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOUR PROMPT RESPONSE WILL BE HELPFUL, AND YOUR COOPERATION WILL BE APPRECIATED. Index~~MEETING.

By Order of ~~Annexes Attached to~~ the Board of Directors

of Secured Diversified Investment, Ltd.

/s/ Jan Wallace

Jan Wallace, Chief Executive Officer and President

SECURED DIVERSIFIED INVESTMENT, LTD.

Annual Meeting of Shareholders

June 2, 2006

PROXY

This Proxy Statement ANNEX A.1 Articles of Incorporation of SDI, the new Nevada corporation ANNEX A.2 Bylaws of SDI, the new Nevada corporation ANNEX B Agreement and Plan of Merger ANNEX C Certificate of Merger ANNEX D Amendment to Book Corporation of America Articles of Incorporation ANNEX E SDI Stock Option Plan 20 PRELIMINARY COPY BOOK CORPORATION OF AMERICA PROXY The undersigned appoints Ronald Robinson with power of substitution, to represent and to voteis solicited on behalf of the Board of Directors for use at the Annual Meeting on June 2, 2006.

The undersigned ~~all~~appoints Jan Wallace of Secured Diversified Investment, Ltd. with full power of substitution, the attorney and proxy of the ~~shares of Common Stock ("Common Stock"), of Book Corporation of America, ("BCAM") which~~undersigned, to attend the ~~undersigned is entitled to vote at the special~~annual meeting of ~~stockholders~~shareholders of Secured Diversified Investment, Ltd., to be held ~~at the offices of Book Corporation of America, 1725 East Warm Springs Road, Suite 10, Las Vegas, Nevada 89119,~~June 2, 2006 beginning at 10:00 a.m., ~~local time, on June ___, 2002,~~Pacific Daylight Time, at 3273 E. Warm Springs, Rd., Las Vegas, Nevada 89120, and at any ~~adjournments or postponements~~adjournment thereof, ~~hereby revoking~~and to vote the stock the undersigned would be entitled to vote if personally present, on all ~~proxies heretofore given with respect to such stock, upon the following proposals more fully described~~matters set forth in the ~~notice~~Proxy Statement sent to Shareholders, a copy of ~~and joint proxy statement and prospectus relating to,~~which has been received by the meeting (receipt whereof is hereby acknowledged). THE BOARD OF DIRECTORS OF BOOK CORPORATION OF AMERICA RECOMMENDS A VOTE "FOR" THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT. IF A PROXY IS SIGNED AND DATED BUT NOT MARKED, YOU WILL BE DEEMED TO HAVE VOTED "FOR" THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT. 1. To approve a resolutionundersigned, as follows:

Please mark your votes as indicated [X] Total Number of our board of directors to change the domicile of our corporation from Utah to Nevada: |_| FOR |_| AGAINST |_| ABSTAIN 2a. Approval of the proposed amendment to the Articles of Incorporation to effect a name change of our corporation to Secured Diversified Investment, Ltd., or other such name as may be available: |_| FOR |_| AGAINST |_| ABSTAIN 2b. Approval of the proposed amendment to the Articles of Incorporation to change the par value on the Common Stock of our corporation from $.005 per share to $.001 per share: |_| FOR |_| AGAINST |_| ABSTAIN 2c. Approval of the proposed amendment to the Articles of Incorporation to authorize 50,000,000 shares of Preferred Stock at a par value of $.01 per share, with the designation of rights, preferences and privileges to be determined by our board of directors: |_| FOR |_| AGAINST |_| ABSTAIN 3. To elect the following director to our Board of Directors to serve for a period of one year and until his successor shall be elected and qualified: Ronald Robinson |_| FOR |_| ABSTAIN 1 4. To adopt the SDI 2002 Stock Option Plan for purposes of Sections 162(m) and 422 of the Internal Revenue Code: |_| FOR |_| AGAINST |_| ABSTAIN 5. To amend our bylaws to effect a change in our fiscal year end from October 31 to a calendar year end or December 31: |_| FOR |_| AGAINST |_| ABSTAIN 6. That the actions of our officers and directors for the last fiscal year, and for the period from the fiscal year end through the date of this special shareholder meeting, be and are hereby ratified: |_| FOR |_| AGAINST |_| ABSTAIN 7. To transact any other business as may properly come before the meeting or at any adjournment thereof: |_| FOR |_| AGAINST |_| ABSTAIN Shares Held: ____________

This proxy when properly ~~executed,~~signed will be voted in the manner directed herein by the undersigned ~~stockholder. If you do not sign and return this proxy card or attend~~shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.

Election of Directors

1.	For the election of directors , to serve until the next annual meeting or until their successors are elected and qualified: Nominees - Jan Wallace, Peter Richman, Patrick McNiven, and Jay Kister

FOR Election of ALL Nominees	NOT FOR Election of ALL Nominees	ABSTAIN
[ ]	[ ]	[ ]

Except vote withheld from the ~~meeting and vote by ballot, your shares cannot be voted. If you wish~~following nominee listed above. (INSTRUCTION: To withhold authority to vote for a nominee, strike a line through the nominee’s name in ~~accordance with~~ the ~~board~~list below.)

Jan Wallace Peter Richman Patrick McNiven Jay Kister

Approval of ~~directors' recommendations, just sign where indicated. You need not mark any boxes. Please sign your name below exactly~~the 2006 Stock Option Plan

2.	To Approve the 2006 Stock Option Plan:

FOR	AGAINST	ABSTAIN
[ ]	[ ]	[ ]

In their discretion, the proxies are authorized to vote upon such other business as ~~it appears hereon.~~may properly come before the meeting.

IMPORTANT - PLEASE SIGN AND RETURN PROMPTLY. When ~~shares of Common Stock are held of record by~~ 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 ~~as its~~by President or other authorized officer. If a partnership, please sign in partnership name ~~as its~~by an authorized person. ~~Dated: ______________, 2002 _______________________________ ______________________________~~Please sign exactly as your name appears on your stock certificate(s).

_________________________ _________________________ ____________________

Print Name Signature ~~(Title, if any)~~Date

_________________________ _________________________ ____________________

Print Name Signature if held jointly PLEASE SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. 2